Common use of Certain Covenants of the Sponsor Clause in Contracts

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf of the Trust, covenants and agrees: (a) to notify the Authorized Purchaser promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to deliver or caused to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; and

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf of the Trust, covenants and agrees: (a) to notify the Authorized Purchaser promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to cause the independent public accounting firm for the Fund to deliver or caused to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator or the Distributor Marketing Agent to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; and

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf as sponsor of the Trust, covenants and agrees: (a) to notify advise the Authorized Purchaser Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make availablefurnish, at the expense of each Fundthe Trust, to the Authorized Purchaser copies of Participant promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.change; (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available furnish to the Authorized Purchaser copies Participant, at each time (i) the Registration Statement or the Prospectus is amended or supplemented by the filing of such reviseda post-effective amendment, supplemented (ii) a new Registration Statement is filed to register additional Shares in reliance on Rule 429, and (iii) there is financial information incorporated by reference into the Registration Statement or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revisedProspectus, supplemented or amended Prospectus to customersan opinion of Xxxxxx Xxxxxxx & Xxxxxxx LLP, provided that as a general matter counsel for the Sponsor will make such revisedSponsor, supplemented or amended Prospectus available addressed to the Authorized Purchaser Participant and dated such dates in form and substance satisfactory to the Authorized Participant, stating that: 1. the Trust is validly existing as an investment trust under the laws of the State of New York, as described in the Registration Statement and the Prospectus, and has all power and authority to issue and deliver the Shares as contemplated therein and to execute and deliver this Agreement; 2. the Sponsor 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 full corporate power and authority to conduct its business as described in the Registration Statement and the Prospectus and to execute and deliver this Agreement; 3. the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; 4. this Agreement has been duly authorized, executed and delivered by the Sponsor; 5. the Shares issuable by the Trust as described in the Registration Statement, when issued in accordance with the terms of the Trust Indenture as described in the Registration Statement, will have been duly authorized and validly issued and fully paid and non-assessable; 6. the Shares conform to the description thereof contained in the Registration Statement and the Prospectus; 7. the Registration Statement and the Prospectus (except as to the financial statements and schedules and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the 1933 Act; 8. the Registration Statement has become effective under the 1933 Act and, to such counsel’s knowledge, no stop order proceedings with respect thereto are pending or threatened under the 1933 Act and any required filing of the Prospectus and any supplement thereto pursuant to Rule 424 under the 1933 Act has been made in the manner and within the time period required by such Rule 424; 9. no approval, authorization, consent or order of or filing with any federal, or New York State governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares and consummation by the Sponsor of the transactions contemplated in the Prospectus other than registration of the Shares under the 1933 Act (except such counsel need express no opinion as to any necessary qualification under the state securities or blue sky laws of any state or the laws of any jurisdictions outside the United States); 10. the execution, delivery and performance of this Agreement by the Sponsor, the issuance and delivery of the Shares by the Trust and the consummation by the Sponsor and the Trustee on behalf of the Trust of the transactions contemplated hereby do not and will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under) the amended and restated limited liability company agreement of the Sponsor or the Trust Indenture, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument known to such counsel after reasonable investigation (based on a certificate of an officer of the Sponsor) to which the Sponsor or the Trustee is a party or by which either of them or any of their respective properties may be bound or affected, or any federal, or New York State law, regulation or rule or any decree, judgment or order applicable to the Sponsor or the Trust and known to such counsel; 11. to such counsel’s knowledge, neither the Sponsor nor the Trust is in breach or violation of or in default under (nor has any event occurred which with notice, lapse of time, or both would result in any breach or violation of, or constitute a default under) their respective constitutive documents, or any federal or New York State law, regulation or rule applicable to the Sponsor or the Trust; 12. to such counsel’s knowledge, there are no affiliate transactions, off-balance sheet transactions, contracts, licenses, agreements, leases or documents of a character which are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been so described or filed; 13. to such counsel’s knowledge, there are no actions, suits, claims, investigations or proceedings pending, or threatened to which the Sponsor or the Trustee is or would be a party or to which any of their respective properties is or would be subject at law or in equity, before its or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which are required to be described in the Registration Statement or the Prospectus but are not so described; 14. the Trust is not and, after giving effect to the offering and sale of the Shares, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”); and 15. the information in the Registration Statement and the Prospectus under the headings “Risk Factors—Competing claims over ownership of intellectual property rights related to the Trust could adversely affect the Trust and an investment in the Shares,” “Business of the Trust—License Agreement,” “Description of the Shares,” “United States Federal Tax Consequences,” “Description of the Trust Indenture,” “Description of the Custody Agreements” and “Legal Proceedings” insofar as such statements constitute a summary of documents or matters of law are accurate in all material respects and present fairly the information required to be shown. In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Sponsor, representatives of the independent public accountants of the Trust and representatives of the Authorized Participant at which the contents of the Registration Statement and the Prospectus were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except as and to the extent stated in subparagraphs (6) and (15) above), on the basis of the foregoing nothing has come to the attention of such counsel that causes them to believe that the Registration Statement or any amendment thereto at the time such Registration Statement or amendment became effective datecontained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus or any supplement thereto at the date of such Prospectus or such supplement, and at the time of purchase of the Shares by the Authorized Participant hereunder, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial information included in the Registration Statement or the Prospectus); (c) to deliver or caused cause KPMG LLP to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser deliver, at each time (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets Shares in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment429, and (iii) at there is financial information incorporated by reference into the time of effectiveness of any such Registration Statement or amendmentthe Prospectus, letters dated such dates and addressed to the Authorized PurchaserParticipant, containing statements and information of the type ordinarily included in accountants’ ' letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser Participant, at each time (i) at the time of purchase of Registration Statement or the initial Basket Prospectus is amended or supplemented by the filing of a Fund by the Fund’s initial Authorize Purchaserpost-effective amendment, (ii) a new Registration Statement is filed to register additional Shares in reliance on Rule 429, and (iiiii) if requested there is financial information incorporated by reference into the Authorized Purchaser, at Registration Statement or the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. C. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser Participant or counsel for the Authorized Purchaser Participant pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized PurchaserParticipant; (e) to furnish directly or through the Administrator or the Distributor to the Authorized PurchaserParticipant, at each time (i) at the time of purchase of Registration Statement or the initial Basket Prospectus is amended or supplemented by the filing of a Fund by the Fund’s initial Authorize Purchaserpost-effective amendment, (ii) a new Registration Statement is filed to register additional Shares in reliance on Rule 429, and (iiiii) at there is financial information incorporated by reference into the time of purchase of Registration Statement or the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, such documents and certificates in the form as reasonably requestedrequested by the Marketing Agent pursuant to Section 4.1(q) of the Marketing Agent Agreement; and (f) to cause the Trust to file a post-effective amendment to the Registration Statement no less frequently than once per calendar quarter on or about the same time that the Trust files a quarterly or annual report pursuant to Section 13 or 15(d) of the 1934 Act (including the information contained in such report), until such time as the Trust’s reports filed pursuant to Section 13 or 15(d) of the 1934 Act are incorporated by reference in the Registration Statement.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as sponsor of the TrustTrust and each Fund, covenants covenant and agreesagree: (a) to notify furnish such information as may be required and otherwise to cooperate in qualifying the Authorized Purchaser Units for offering and sale under the securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Trust shall not be required to qualify to do business in or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Marketing Agent of the receipt by the Sponsor, the Trust or the Fund of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to take all necessary action to register the Units under the 1933 Act in order to sell the initial Creation Basket and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register additional Units under the 1933 Act to the end that all Units sold in additional Creation Baskets will be properly registered under the 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement; (c) to make available to the Marketing Agent, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time, furnish to the Marketing Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent may request for the purposes contemplated by the 1933 Act; (d) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefore, to file a post-effective amendment removing any reference to the Marketing Agent thereunder; (e) to prepare, at the expense of the Fund, such amendments or supplements to the Registration Statement or the Prospectus and to file such amendments or supplements with the Commission, when and as required, by the 1933 Act, the Exchange Act, and the rules and regulations of the Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide the Marketing Agent and the Marketing Agent’s counsel with copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (f) to file promptly all reports and any information statement required to be filed on behalf of the Fund with the Commission in order to comply with the Exchange Act and the CEA subsequent to the date of the Prospectus and for so long as the term of this Agreement; and to provide the Marketing Agent and the Marketing Agent’s counsel with a copy of such reports and statements and other documents to be filed on behalf of the Fund pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25) and under 17 C.F.R. §4.22 during such period for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; (g) to advise the Marketing Agent promptly of the happening of any event with respect to a Fund during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the such Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make availablefurnish, at the expense of each the applicable Fund, to the Authorized Purchaser copies of Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective datechange; (ch) to deliver furnish to the holders of the Units as soon as practicable after the end of each fiscal year an annual report in accordance with regulatory requirements applicable to the Fund (including a balance sheet and statements of income and cash flow of the Fund for such fiscal year, accompanied by a copy of the certificate or caused report thereon of nationally recognized independent certified public accountants); (i) to furnish to the Marketing Agent a copy of the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto); (j) to (1) furnish with respect to each Fund to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the holders of the Units or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with the Listing Exchange, (iv) copies of documents or reports filed with the NFA and with the Commodity Futures Trading Commission, except to the extent such documents or reports are duplicative of filings made with the Commission, and (v) such other information as the Marketing Agent may reasonably request regarding a Fund; and (2) on reasonable notice to the Sponsor, make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate documents and properties, and cause the officers, directors and employees of the Sponsor and independent accountants to supply all information reasonably requested by the Marketing Agent, its attorneys, accountants and other advisors and agents; (k) to use its best efforts to cause the Units to be delivered listed on the Listing Exchange; (l) to furnish to the Authorized Purchaser upon the request of the Authorized Purchaser Marketing Agent (i) at the time of filing the purchase of any pre-effective or post-effective amendment to the initial Creation Basket by the Initial Authorized Purchaser, upon request, and (ii) at such other times as the Marketing Agent reasonably requests, which may include when the Registration Statement or the Prospectus is amended or supplemented, and an opinion of counsel for the Sponsor, addressed to the Marketing Agent; (m) to cause the Trust’s certified public accounting firm to deliver to the Marketing Agent with respect to each Fund, upon request, (i) at the time of the effectiveness of the purchase of the Baskets by the Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (B) a new Registration Statement is filed to register additional Baskets Units in reliance on Rule 429 of the 1933 Act, if in any such case and there is financial information incorporated by reference into the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendmentProspectus, letters dated such dates and addressed to the Authorized PurchaserMarketing Agent, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (dn) to deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent Marketing Agent with respect to the registration of additional Shares of the each Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaserupon request, (i) at the time of the effectiveness of the purchase of a Creation Basket by an Authorized Purchaser, (ii) at each time the initial Basket Registration Statement or the Prospectus is amended or supplemented, (iii) at each time the Registration Statement or the Prospectus files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings required by Rule 12b-25), and (iv) at such other times as the Marketing Agent reasonably requests, an officer’s certificate in the form attached as Exhibit C hereto; (o) to furnish to the Marketing Agent with respect to each Fund (i) at the time of the effectiveness of the purchase of a Fund Creation Basket by the Fund’s initial Authorize Purchaser, an Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented, (iii) at each time of purchase any report, statement or other document pursuant to Section 13, 14 or 15(d) of the first Basket of a Fund subsequent to the registration of additional Shares Exchange Act (excluding filings required by Rule 12b-25) is filed on behalf of the Fund, and (iv) at such other times as the Marketing Agent reasonably requests, such other documents and certificates in as of such dates as the form as Marketing Agent may reasonably requestedrequest; and

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf as sponsor of the Trust, covenants and agrees: (a) to notify advise the Authorized Purchaser Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make availablefurnish, at the expense of each Fundthe Trust, to the Authorized Purchaser copies of Participant promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.change; (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available furnish to the Authorized Purchaser copies of such revisedParticipant, supplemented or amended Prospectus at such each time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to deliver or caused to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets Shares in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment429, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other there is financial information contained in or incorporated by reference into the Registration Statement or the Prospectus, an opinion of Xxxxxx Xxxxxxx & Xxxxxxx LLP, counsel for the Sponsor, addressed to the Authorized Participant and dated such dates in form and substance satisfactory to the Authorized Participant, stating that: 1. the Trust is validly existing as an investment trust under the laws of the State of New York, as described in the Registration Statement and the Prospectus, and has all power and authority to issue and deliver the Shares as contemplated therein and to execute and deliver this Agreement; (d) to deliver to 2. the Authorized Purchaser (i) at Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the time of purchase laws of the initial Basket State of a Fund by Delaware, with full corporate power and authority to conduct its business as described in the Fund’s initial Authorize Purchaser, Registration Statement and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent Prospectus and to the registration of additional Shares of the Fund, a certification by a duly authorized officer of execute and deliver this Agreement; 3. the Sponsor is duly qualified and is in substantially good standing in each jurisdiction where the form attached hereto as Exhibit D. In addition, any certificate signed by any officer conduct of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaserits business requires such qualification; (e) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; and

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as sponsor of the Trust, covenants and agrees: (a) to notify furnish such information as may be required and otherwise to cooperate in qualifying the Authorized Purchaser Shares for offering and sale under the securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Trust shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares); and to promptly advise the Marketing Agent of the receipt by the Sponsor or the Trust of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to take all necessary action to register an indefinite number of Shares under the 1933 Act, as amended and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register Shares under the 1933 Act to the end that all Shares will be properly registered under the 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement; (c) to make available to the Marketing Agent, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Marketing Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent may request for the purposes contemplated by the 1933 Act; and in case the Marketing Agent is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the 1933 Act in connection with the sale of the Shares, the Sponsor will prepare, at the expense of the Trust, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the 1933 Act; (d) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefor, to file a post-effective amendment removing any reference to the Marketing Agent thereunder; (e) to prepare, at the expense of the Trust, such amendments or supplements to the Registration Statement or the Prospectus and to file such amendments or supplements with the Commission, when and as required, by the 1933 Act, the 1934 Act and the rules and regulations of the Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide the Marketing Agent and the Marketing Agent's counsel copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (f) subject to Section 4.1(d) hereof, to file promptly all reports and any information statement required to be filed by the Trust with the Commission in order to comply with the Securities Exchange Act of 1934 (the "1934 Act") subsequent to the date of the Prospectus and for so long as the term of this Agreement; and to provide the Marketing Agent and the Marketing Agent's counsel with a copy of such reports and statements and other documents to be filed by the Trust pursuant to Section 13, 14 or 15(d) of the 1934 Act (excluding filings under Rule 12b-25) during such period for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; (g) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the 1933 Act; (h) to advise the Marketing Agent promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the such Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, subject to Section 4.1(d) hereof, to prepare and deliver or otherwise make availablefurnish, at the expense of each Fundthe Trust, to the Authorized Purchaser copies of Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.change; (bi) to notify make generally available to the Authorized Purchaser when a revisedTrust's securityholders, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies Marketing Agent, an earnings statement of the Trust (which will satisfy the provisions of Section 11(a) of the 0000 Xxx) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the 0000 Xxx) as soon as is reasonably practicable after the termination of such revisedtwelve-month period but not later than [ ], supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date2005; (cj) to deliver furnish to the Trust's securityholders and beneficial owners as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders' equity and cash flow of the Trust for such fiscal year, accompanied by a copy of the certificate or caused report thereon of nationally recognized independent certified public accountants); (k) to furnish to the Marketing Agent a copy the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto); (l) to (1) furnish to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the Trust's securityholders and beneficial owners or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with any national securities exchange on which any class of securities of the Trust is listed, and (iv) such other information as the Marketing Agent may reasonably request regarding the Trust and (2) make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate or trust documents and properties, and cause the officers, directors and employees of the Trustee, the Custodian and the Sponsor and the Trust's attorneys and independent accountants to supply all information reasonably requested by the Marketing Agent, its attorneys, accounts and other advisors and agents; (m) to use its best efforts to cause the Shares to be delivered listed on the NYSE; (n) to furnish to the Authorized Purchaser upon the request of the Authorized Purchaser Marketing Agent (i) at the time of filing the effectiveness of any pre-effective or post-effective amendment to the Distribution Agreement and the purchase of the Shares by UBS, (ii) at each time the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 ActProspectus is amended or supplemented, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at each time the time Trust files any report, statement or other document pursuant to Section 13, 14 or 15(d) (excluding filings required by Rule 12b-25) of effectiveness the 1934 Act, and (iv) at such other times as the Marketing Agent reasonably requests, an opinion of any such Registration Statement or amendmentXxxxxx Xxxxxxx & Xxxxxxx LLP, letters counsel for the Sponsor, addressed to the Marketing Agent and dated such dates in form and addressed substance satisfactory to the Authorized PurchaserMarketing Agent, containing statements and information stating that: 1. the Trust is validly existing as an investment trust under the laws of the type ordinarily included State of New York, as described in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus, and the Trustee has all power and authority to issue and deliver the Shares as contemplated therein and to execute and deliver the Reimbursement Agreement; (d) to deliver to 2. the Authorized Purchaser (i) at Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the time of purchase laws of the initial Basket State of a Fund by Delaware, with full corporate power and authority to conduct its business as described in the Fund’s initial Authorize Purchaser, Registration Statement and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent Prospectus and to the registration of additional Shares of the Fund, a certification by a duly authorized officer of execute and deliver this Agreement; 3. the Sponsor is duly qualified and is in substantially good standing in each jurisdiction where the form attached hereto as Exhibit D. In addition, any certificate signed by any officer conduct of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaserits business requires such qualification; (e) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; and

Certain Covenants of the Sponsor. The SponsorSponsor and the Trust, on its own behalf and on behalf of the TrustFund, covenants covenant and agreesagree: (a) to the Sponsor shall notify the Authorized Purchaser promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each the Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to the Sponsor shall notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to deliver or caused to be delivered the Sponsor shall cause Xxxxxx Xxxxxxxx, LLP, accountants to the Authorized Purchaser upon the request of the Authorized Purchaser Fund, to deliver, at each time (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case and (iii) there is financial information incorporated by reference into the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendmentProspectus, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to the Sponsor shall deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at each time (i) the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the first Basket of a Fund subsequent to 1933 Act, and (iii) there is financial information incorporated by reference into the registration of additional Shares of Registration Statement or the FundProspectus, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser;; and (e) to the Sponsor shall furnish directly or through the Administrator or the Distributor Marketing Agent to the Authorized Purchaser, at each time (i) at the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser1933 Act, and (iiiii) at there is financial information incorporated by reference into the time of purchase of Registration Statement or the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, such documents and certificates in the form as reasonably requested; and.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as sponsor of the Trusteach Fund, covenants and agrees, with respect to each Fund: (a) to notify furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Fund shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares); and to promptly advise the Marketing Agent of the receipt by the Sponsor or the Fund of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to take all necessary action to register the number of Shares reasonably requested by an Authorized Purchaser Participant under the 1933 Act, as amended and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register Shares under the 1933 Act to the end that all Shares will be properly registered under the 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement; (c) from time to time to furnish to the Marketing Agent, as many copies of the Registration Statement and/or Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent may reasonably request for the purposes contemplated by the 1933 Act; (d) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefor after termination of this Agreement, to file a post-effective amendment removing any reference to the Marketing Agent thereunder; (e) to prepare and file with the Commission, at the expense of the Fund, registration statements, prospectuses and amendments and supplements to the Registration Statement or the Prospectus, when and as required, by the 1933 Act, the 1934 Act and the rules and regulations of the Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any proposal to prepare a new registration statement or prospectus or to amend or supplement the Registration Statement or the Prospectus and to provide the Marketing Agent and the Marketing Agent’s counsel copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such document to which the Marketing Agent or its counsel shall reasonably object in writing; and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the Commission for the filing of a new registration statement or prospectus or for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (f) to provide the Marketing Agent for its review and comment a copy of any Issuer Free Writing Prospectus, brochure or other graphic materials (including webpages on any website sponsored by the Sponsor related to the Fund), and any proposed amendments or supplements thereto, in each case that refers to the Shares, the SPDR xxxx or identifies the Marketing Agent within a reasonable amount of time prior to any proposed filing or dissemination thereof; to file in a timely fashion all Issuer Free Writing Prospectuses required to be filed by or on behalf of the Fund with the Commission in order to comply with the 1933 Act during the Product Annex Term; and to file no such Issuer Free Writing Prospectus or disseminate no such Issuer Free Writing Prospectus to which the Marketing Agent or its counsel shall reasonably object in writing; and to retain copies of each Issuer Free Writing Prospectus used or referred to by it and all other free writing prospectuses and Prospectuses used by the Sponsor in accordance with the 1933 Act; (g) to prepare, at the expense of the Fund, and file promptly all reports and any information statement required to be filed by or on behalf of the Fund with the Commission in order to comply with the 1934 Act during the Product Annex Term, and to provide the Marketing Agent and the Marketing Agent’s counsel with a copy of such reports and statements and other documents to be filed by or on behalf of the Fund pursuant to the 1934 Act (excluding filings under Rule 12b-25) during such period for review and comment within a reasonable amount of time prior to any proposed filing and to file no such report or statement to which the Marketing Agent or its counsel shall reasonably object in writing; (h) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the 1933 Act; (i) to advise the Marketing Agent promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the such Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make availablefurnish, at the expense of each the Fund, to the Authorized Purchaser copies of Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.change; (bj) to notify make generally available to the Authorized Purchaser when a revisedFund’s securityholders, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies Marketing Agent, an earnings statement of the Fund (which will satisfy the provisions of Section 11(a) of the 0000 Xxx) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the 0000 Xxx) as soon as is reasonably practicable after the termination of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective datetwelve-month period; (ck) to deliver furnish to the Fund’s securityholders and beneficial owners as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flow of the Fund for such fiscal year, accompanied by a copy of the certificate or caused report thereon of nationally recognized independent certified public accountants); (l) if requested by the Marketing Agent, to furnish to the Marketing Agent a copy of the Registration Statement, as filed with the Commission, and of all amendments thereto (including all exhibits thereto); (m) to (1) furnish to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the Fund’s securityholders and beneficial owners or that the Sponsor on behalf of the Fund shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on such forms as may be designated by the Commission, (iii) copies of documents or reports filed with any national securities exchange on which any class of securities of the Fund is listed, and (iv) such other information as the Marketing Agent may reasonably request regarding the Fund and (2) make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate or trust documents and properties of the Fund, and cause the officers, directors and employees of the Fund’s service providers and of the Sponsor to supply all information related to the Fund or the Sponsor reasonably requested by the Marketing Agent, its attorneys, accounts and other advisors and agents; (n) to use its best efforts to cause the Shares to continue to be delivered listed on the Exchange; (o) to furnish to the Authorized Purchaser upon the request of the Authorized Purchaser Marketing Agent (i) at each time a new registration statement or prospectus is filed or the Registration Statement or the Prospectus is amended or supplemented, (ii) at each time the Fund files any report, statement or other document pursuant to Section 13,14 or 15(d) (excluding filings required by Rule 12b-25) of the 1934 Act, and (iv) at such other times as the Marketing Agent reasonably requests, an opinion of counsel for the Sponsor, addressed to the Marketing Agent and dated such dates and in form and substance satisfactory to the Marketing Agent, opining on certain matters agreed by the Marketing Agent and the Sponsor, provided, however, both parties agree that the matters opined on for a particular Fund will be (1) to the greatest extent possible, those opinions or matters listed in Section 8.1(o) of the GLD Marketing Agreement, and (2) if any changes to the list of opinions or matters in such section are necessary, such changes will be commercially reasonable and based on market practice. (p) to cause a nationally recognized independent certified public accounting firm to deliver to the Marketing Agent at each time (A) the Registration Statement or the Prospectus is amended or supplemented by the filing of any pre-effective or a post-effective amendment to (but only if requested by the Marketing Agent), and (B) a new registration statement or prospectus is filed, and there is financial information incorporated by reference into the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendmentProspectus, letters dated such dates and addressed to the Authorized PurchaserMarketing Agent, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus;; and (dq) to deliver to the Authorized Purchaser Marketing Agent (i) at the each time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent to the new registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser statement or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator prospectus is filed or the Distributor to Registration Statement or the Authorized PurchaserProspectus is amended or supplemented, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at each time the time of purchase Fund files any report, statement or other document pursuant to Section 13,14 or 15(d) of the first Basket of a Fund subsequent to 1934 Act (excluding filings required by Rule 12b-25), and (iii) at such other times as the registration of additional Shares of the FundMarketing Agent reasonably requests, such documents and certificates in as of such dates as the form as Marketing Agent may reasonably requested; andrequest.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as sponsor of the Trust, covenants Trust and agreesthe Fund„ covenant and agree: (a) to notify furnish such information as may be required and otherwise to cooperate in qualifying the Authorized Purchaser Units for offering and sale under the securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Trust shall not be required to qualify to do business in or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Marketing Agent of the receipt by the Sponsor, the Trust or the Fund of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to take all necessary action to register the Units under the 1933 Act in order to sell the initial Creation Basket and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register additional Units under the 1933 Act to the end that all Units sold in additional Creation Baskets will be properly registered under the 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement; (c) to make available to the Marketing Agent, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time, furnish to the Marketing Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent may request for the purposes contemplated by the 1933 Act; (d) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefore, to file a post-effective amendment removing any reference to the Marketing Agent thereunder; (e) to prepare, at the expense of the Fund, such amendments or supplements to the Registration Statement or the Prospectus and to file such amendments or supplements with the Commission, when and as required, by the 1933 Act, the Exchange Act, and the rules and regulations of the Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide the Marketing Agent and the Marketing Agent’s counsel with copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (f) to file promptly all reports and any information statement required to be filed on behalf of the Fund with the Commission in order to comply with the Exchange Act and the CEA subsequent to the date of the Prospectus and for so long as the term of this Agreement; and to provide the Marketing Agent and the Marketing Agent’s counsel with a copy of such reports and statements and other documents to be filed on behalf of the Fund pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25) and under 17 C.F.R. §4.22 during such period for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; (g) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the 1933 Act; (h) to advise the Marketing Agent promptly of the happening of any event with respect to the Fund during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the such Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make availablefurnish, at the expense of each the Fund, to the Authorized Purchaser copies of Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective datechange; (ci) to deliver furnish to the holders of the Units as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income and cash flow of the Fund for such fiscal year, accompanied by a copy of the certificate or caused report thereon of nationally recognized independent certified public accountants); (j) to furnish to the Marketing Agent a copy of the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto); (k) to (1) furnish with respect to the Fund to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the holders of the Units or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with the NYSE Arca, (iv) copies of documents or reports filed with the NFA and with the Commodity Futures Trading Commission, and (v) such other information as the Marketing Agent may reasonably request regarding the Fund; and (2) make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate documents and properties, and cause the officers, directors and employees of the Sponsor and independent accountants to supply all information reasonably requested by the Marketing Agent, its attorneys, accountants and other advisors and agents; (l) to use its best efforts to cause the Units to be delivered listed on the NYSE Arca; (m) to furnish to the Authorized Purchaser upon the request of the Authorized Purchaser Marketing Agent (i) at the time of filing the purchase of any pre-effective or post-effective amendment to the initial Creation Basket by the Initial Authorized Purchaser and (ii) at such other times as the Marketing Agent reasonably requests, which may include when the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement Prospectus is amended or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendmentsupplemented, and an opinion of Xxxx Xxxxx LLP, counsel for the Sponsor, addressed to the Marketing Agent and substantially in the form attached hereto as Exhibit B; (iiin) to cause Xxxxxx Xxxxxxxx LLP to deliver to the Marketing Agent with respect to the Fund (i) at the time of the effectiveness of any such the purchase of the Baskets by the Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (B) a new Registration Statement is filed to register additional Units in reliance on Rule 429, and there is financial information incorporated by reference into the Registration Statement or the Prospectus, letters dated such dates and addressed to the Authorized PurchaserMarketing Agent, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (do) to deliver to the Authorized Purchaser Marketing Agent with respect to the Fund (i) at the time of the effectiveness of the purchase of a Creation Basket by an Authorized Purchaser, (ii) at each time the initial Basket Registration Statement or the Prospectus is amended or supplemented, (iii) at each time the Registration Statement or the Prospectus files any report, statement or other document pursuant to Section 13, 14 or 15(d) of a Fund the Exchange Act (excluding filings required by the Fund’s initial Authorize PurchaserRule 12b-25), and (iiiv) if requested by at such other times as the Authorized PurchaserMarketing Agent reasonably requests, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor an officer’s certificate in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized PurchaserD hereto; (ep) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, Marketing Agent with respect to the Fund (i) at the time of the effectiveness of the purchase of the initial a Creation Basket of a Fund by the Fund’s initial Authorize Purchaser, an Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented, (iii) at each time of purchase any report, statement or other document pursuant to Section 13, 14 or 15(d) of the first Basket of a Fund subsequent to the registration of additional Shares Exchange Act (excluding filings required by Rule 12b-25) is filed on behalf of the Fund, and (iv) at such other times as the Marketing Agent reasonably requests, such other documents and certificates in as of such dates as the form as Marketing Agent may reasonably requestedrequest; and

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as sponsor of the Trust, covenants and agrees: (a) to notify furnish such information as may be required and otherwise to cooperate in qualifying the Authorized Purchaser iShares for offering and sale under the securities or blue sky laws of such states as Barclays Capital may reasonably designate and to maintain such qualifications in effect so long as Barclays Capital may request for the distribution of the iShares not to exceed a period of nine months; provided that the Trust shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the iShares); and to promptly advise Barclays Capital of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the iShares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to make available to Barclays Capital, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to Barclays Capital, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Sponsor or the Trust shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as Barclays Capital may request for the purposes contemplated by the Act; in case Barclays Capital is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the iShares, the Sponsor will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (c) to endeavor to cause the Registration Statement to become effective on or before the time of closing and the Sponsor will advise Barclays Capital promptly; and, if requested by Barclays Capital, to confirm in writing when the Registration Statement and any post-effective amendment thereto has become effective; and, upon receipt of request from Barclays Capital therefor, to file a post-effective amendment removing any reference to Barclays Capital thereunder; (d) to advise Barclays Capital promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; to advise Barclays Capital promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide Barclays Capital and Barclays Capital's counsel copies of any such documents for review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which Barclays Capital shall object in writing; (e) subject to section 4(d) hereof, to file promptly all reports and any information statement required to be filed by the Trust with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Purchased Shares; (f) to advise Barclays Capital promptly of the happening of any event within the time during which a prospectus relating to the term of this Agreement Purchased Shares is required to be delivered under the Act which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to deliver or caused to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; and

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf as sponsor of the Trust, covenants and agrees: (a) to notify advise the Authorized Purchaser Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make availablefurnish, at the expense of each Fundthe Trust, to the Authorized Purchaser copies of Participant promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.change; (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available furnish to the Authorized Purchaser copies Participant, at each time (i) the Registration Statement or the Prospectus is amended or supplemented by the filing of such reviseda post-effective amendment, supplemented (ii) a new Registration Statement is filed to register additional Shares in reliance on Rule 429, and (iii) there is financial information incorporated by reference into the Registration Statement or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revisedProspectus, supplemented or amended Prospectus to customersan opinion of Cxxxxx Xxxxxxx & Mxxxxxx LLP, provided that as a general matter counsel for the Sponsor will make such revisedSponsor, supplemented or amended Prospectus available addressed to the Authorized Purchaser Participant and dated such dates in form and substance satisfactory to the Authorized Participant, stating that: 1. the Trust is validly existing as an investment trust under the laws of the State of New York, as described in the Registration Statement and the Prospectus, and has all power and authority to issue and deliver the Shares as contemplated therein and to execute and deliver this Agreement; 2. the Sponsor 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 full corporate power and authority to conduct its business as described in the Registration Statement and the Prospectus and to execute and deliver this Agreement; 3. the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; 4. this Agreement has been duly authorized, executed and delivered by the Sponsor; 5. the Shares issuable by the Trust as described in the Registration Statement, when issued in accordance with the terms of the Trust Indenture as described in the Registration Statement, will have been duly authorized and validly issued and fully paid and non-assessable; 6. the Shares conform to the description thereof contained in the Registration Statement and the Prospectus; 7. the Registration Statement and the Prospectus (except as to the financial statements and schedules and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the 1933 Act; 8. the Registration Statement has become effective under the 1933 Act and, to such counsel’s knowledge, no stop order proceedings with respect thereto are pending or threatened under the 1933 Act and any required filing of the Prospectus and any supplement thereto pursuant to Rule 424 under the 1933 Act has been made in the manner and within the time period required by such Rule 424; 9. no approval, authorization, consent or order of or filing with any federal, or New York State governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares and consummation by the Sponsor of the transactions contemplated in the Prospectus other than registration of the Shares under the 1933 Act (except such counsel need express no opinion as to any necessary qualification under the state securities or blue sky laws of any state or the laws of any jurisdictions outside the United States); 10. the execution, delivery and performance of this Agreement by the Sponsor, the issuance and delivery of the Shares by the Trust and the consummation by the Sponsor and the Trustee on behalf of the Trust of the transactions contemplated hereby do not and will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under) the amended and restated limited liability company agreement of the Sponsor or the Trust Indenture, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument known to such counsel after reasonable investigation (based on a certificate of an officer of the Sponsor) to which the Sponsor or the Trustee is a party or by which either of them or any of their respective properties may be bound or affected, or any federal, or New York State law, regulation or rule or any decree, judgment or order applicable to the Sponsor or the Trust and known to such counsel; 11. to such counsel’s knowledge, neither the Sponsor nor the Trust is in breach or violation of or in default under (nor has any event occurred which with notice, lapse of time, or both would result in any breach or violation of, or constitute a default under) their respective constitutive documents, or any federal or New York State law, regulation or rule applicable to the Sponsor or the Trust; 12. to such counsel’s knowledge, there are no affiliate transactions, off-balance sheet transactions, contracts, licenses, agreements, leases or documents of a character which are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been so described or filed; 13. to such counsel’s knowledge, there are no actions, suits, claims, investigations or proceedings pending, or threatened to which the Sponsor or the Trustee is or would be a party or to which any of their respective properties is or would be subject at law or in equity, before its or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which are required to be described in the Registration Statement or the Prospectus but are not so described; 14. the Trust is not and, after giving effect to the offering and sale of the Shares, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”); and 15. the information in the Registration Statement and the Prospectus under the headings “Risk Factors—Competing claims over ownership of intellectual property rights related to the Trust could adversely affect the Trust and an investment in the Shares,” “Business of the Trust—License Agreement,” “Description of the Shares,” “United States Federal Tax Consequences,” “Description of the Trust Indenture,” “Description of the Custody Agreements” and “Legal Proceedings” insofar as such statements constitute a summary of documents or matters of law are accurate in all material respects and present fairly the information required to be shown. In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Sponsor, representatives of the independent public accountants of the Trust and representatives of the Authorized Participant at which the contents of the Registration Statement and the Prospectus were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except as and to the extent stated in subparagraphs (6) and (15) above), on the basis of the foregoing nothing has come to the attention of such counsel that causes them to believe that the Registration Statement or any amendment thereto at the time such Registration Statement or amendment became effective datecontained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus or any supplement thereto at the date of such Prospectus or such supplement, and at the time of purchase of the Shares by the Authorized Participant hereunder, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial information included in the Registration Statement or the Prospectus); (c) to deliver or caused cause KPMG LLP to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser deliver, at each time (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets Shares in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment429, and (iii) at there is financial information incorporated by reference into the time of effectiveness of any such Registration Statement or amendmentthe Prospectus, letters dated such dates and addressed to the Authorized PurchaserParticipant, containing statements and information of the type ordinarily included in accountants’ ' letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser Participant, at each time (i) at the time of purchase of Registration Statement or the initial Basket Prospectus is amended or supplemented by the filing of a Fund by the Fund’s initial Authorize Purchaserpost-effective amendment, (ii) a new Registration Statement is filed to register additional Shares in reliance on Rule 429, and (iiiii) if requested there is financial information incorporated by reference into the Authorized Purchaser, at Registration Statement or the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. C. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser Participant or counsel for the Authorized Purchaser Participant pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized PurchaserParticipant; (e) to furnish directly or through the Administrator or the Distributor to the Authorized PurchaserParticipant, at each time (i) at the time of purchase of Registration Statement or the initial Basket Prospectus is amended or supplemented by the filing of a Fund by the Fund’s initial Authorize Purchaserpost-effective amendment, (ii) a new Registration Statement is filed to register additional Shares in reliance on Rule 429, and (iiiii) at there is financial information incorporated by reference into the time of purchase of Registration Statement or the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, such documents and certificates in the form as reasonably requestedrequested by the Marketing Agent pursuant to Section 4.1(q) of the Marketing Agent Agreement; and (f) to cause the Trust to file a post-effective amendment to the Registration Statement no less frequently than once per calendar quarter on or about the same time that the Trust files a quarterly or annual report pursuant to Section 13 or 15(d) of the 1934 Act (including the information contained in such report), until such time as the Trust’s reports filed pursuant to Section 13 or 15(d) of the 1934 Act are incorporated by reference in the Registration Statement.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf of the Trust, covenants and agrees: (a) to notify the Authorized Purchaser promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to cause Xxxxxxxxx Xxxx, accountants to the Fund, to deliver or caused to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator or the Distributor Marketing Agent to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; and (f) to cause the Trust to file a supplement to the Registration Statement on or about the same time that the Trust files a quarterly or annual report pursuant to Section 13 or 15(d) of the Exchange Act (including the information contained in such report), until such time as the Trust’s reports filed pursuant to Section 13 or 15(d) of the Exchange Act are incorporated by reference in the Registration Statement.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as Sponsor of the TrustFund, covenants and agrees: (a) to notify furnish such information as may be required and otherwise to cooperate in qualifying the Authorized Purchaser Units for offering and sale under any applicable securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Fund shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Marketing Agent of the receipt by the Sponsor or the Fund of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to take all necessary action to register the Units under the 1933 Act in order to sell the initial Creation Basket and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register additional Units under the 1933 Act to the end that all Units sold in additional Creation Baskets will be properly registered under the 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement; (c) to make available to the Marketing Agent, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time, furnish to the Marketing Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent may request for the purposes contemplated by the 1933 Act; (d) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefore and to the extent legally permissible, to file a post-effective amendment removing any reference to the Marketing Agent thereunder; (e) to prepare, at the expense of the Fund, such amendments or supplements to the Registration Statement or the Prospectus and to file such amendments or supplements with the Commission, when and as required, by the 1933 Act, the Exchange Act, and the rules and regulations of the Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide the Marketing Agent and the Marketing Agent’s counsel with copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (f) to file promptly all reports and any information statement required to be filed by the Fund with the Commission in order to comply with the Exchange Act and the CEA subsequent to the date of the Prospectus and for so long as the term of this Agreement; (g) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the 1933 Act; (h) to advise the Marketing Agent promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the such Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make availablefurnish, at the expense of each the Fund, to the Authorized Purchaser copies of Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective datechange; (ci) to deliver furnish to the holders of the Fund’s Units as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income and cash flow of the Fund for such fiscal year, accompanied by a copy of the certificate or caused report thereon of nationally recognized independent certified public accountants); (j) to furnish to the Marketing Agent a copy of the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto); (k) to (1) furnish to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the holders of the Fund’s Units or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with the NYSE Arca, (iv) copies of documents or reports filed with the NFA and with the Commodity Futures Trading Commission, and (v) such other information as the Marketing Agent may reasonably request regarding the Fund; and (2) make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate documents and properties, and cause the officers, directors and employees of the Sponsor and independent accountants to supply all information reasonably requested by the Marketing Agent, its attorneys, accountants and other advisors and agents; (l) to use its best efforts to cause the Units to be delivered listed on the NYSE Arca; (m) to furnish to the Marketing Agent (i) at the time of the purchase of the initial Creation Basket by the Initial Authorized Purchaser and (ii) if requested by the Marketing Agent, at the time of the purchase of the first Creation Basket subsequent to the registration of additional Units, an opinion of Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Sponsor, addressed to the Marketing Agent and substantially in the form attached hereto as Exhibit B; (n) to cause Xxxxxxxxx Kass to deliver to the Marketing Agent upon the request of the Authorized Purchaser Marketing Agent (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets Units in reliance on Rule 429 of the 1933 Actor any amendment thereto, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iiiii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized PurchaserMarketing Agent, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (do) to deliver to the Authorized Purchaser Marketing Agent (i) at the time of purchase of the initial Creation Basket of a Fund by the Fund’s initial Authorize Initial Authorized Purchaser, and (ii) if requested by the Authorized PurchaserMarketing Agent, at the time of the purchase of the first Creation Basket of a Fund subsequent to the registration of additional Shares of the FundUnits, a certification by a duly authorized officer of the Sponsor an officer’s certificate substantially in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized PurchaserD hereto; (ep) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, Marketing Agent (i) at the time of purchase of the initial Creation Basket of a Fund by the Fund’s initial Authorize Initial Authorized Purchaser, and (ii) if requested by the Marketing Agent, at the time of the purchase of the first Creation Basket of a Fund subsequent to the registration of additional Shares of Units, and (iii) at such other times as the FundMarketing Agent reasonably requests, such other documents and certificates as of such dates as the Marketing Agent may reasonably request; and (q) to cause the Trust to file a supplement to the Registration Statement on or about the same time that the Trust files a quarterly or annual report pursuant to Section 13 or 15(d) of the Exchange Act (including the information contained in such report), until such time as the Trust’s reports filed pursuant to Section 13 or 15(d) of the Exchange Act are incorporated by reference in the form as reasonably requested; andRegistration Statement.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as sponsor of the Trust, covenants and agrees: (a) to notify furnish such information as may be required and otherwise to cooperate in qualifying the Authorized Purchaser iShares for offering and sale under the securities or blue sky laws of such states as Barclays Capital may reasonably designate and to maintain such qualifications in effect so long as Barclays Capital may request for the distribution of the iShares not to exceed a period of nine months; provided that the Trust shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the iShares); and to promptly advise Barclays Capital of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the iShares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to make available to Barclays Capital, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to Barclays Capital, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Sponsor or the Trust shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as Barclays Capital may request for the purposes contemplated by the Act; in case Barclays Capital is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the iShares, the Sponsor will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (c) to endeavor to cause the Registration Statement to become effective on or before the time of closing and the Sponsor will advise Barclays Capital promptly; and, if requested by Barclays Capital, to confirm in writing when the Registration Statement and any post-effective amendment thereto has become effective; and (iii) upon receipt of request from Barclays Capital therefor, to file a post-effective amendment removing any reference to Barclays Capital thereunder; (d) to advise Barclays Capital promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; to advise Barclays Capital promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide Barclays Capital and Barclays Capital’s counsel copies of any such documents for review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which Barclays Capital shall object in writing; (e) subject to section 4(d) hereof, to file promptly all reports and any information statement required to be filed by the Trust with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Purchased Shares; (f) to advise Barclays Capital promptly of the happening of any event within the time during which a prospectus relating to the term of this Agreement Purchased Shares is required to be delivered under the Act which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, subject to section 4(d) hereof, to prepare and deliver or otherwise make availablefurnish, at the expense of each FundSponsor’s expense, to the Authorized Purchaser copies of Barclays Capital promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.change; (bg) to notify make generally available to the Authorized Purchaser when a revisedshareholders of the Trust, supplemented, or amended Prospectus is available and to deliver or otherwise make available to Barclays Capital, an earnings statement of the Authorized Purchaser copies Trust (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) as soon as is reasonably practicable after the termination of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective datetwelve-month period; (ch) to deliver or caused furnish to be delivered to Barclays Capital promptly for a period of one year from the Authorized Purchaser upon date of this Agreement such information as Barclays Capital may reasonably request regarding the request of the Authorized Purchaser Trust; (i) at to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to Barclays Capital (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the iShares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the shares to Barclays Capital, (iii) the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to Barclays Capital and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the iShares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel for Barclays Capital) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to Barclays Capital, (v) any listing of the iShares on any securities exchange or qualification of the iShares for quotation on the American Stock Exchange and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the iShares by the NASD, including the legal fees and filing fees and other disbursements of counsel to Barclays Capital, (vi) the fees and disbursements of the Custodian (as defined in the Depositary Trust Agreement), transfer agent or registrar for the iShares, (vii) the costs and expenses of the Trust relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the iShares to prospective investors and Barclays Capital’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Sponsor or the Trust and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the performance of the Sponsor’s other obligations hereunder; (j) to use its best efforts to cause the iShares to be listed on the American Stock Exchange; (k) to maintain a Custodian (as defined in the Depositary Trust Agreement) and an orderly procedure for the transfer and register of the iShares; and (l) to waive until the time of filing of closing any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 fees due under Section 5.8(a) of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; andDepositary Trust Agreement.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as sponsor of the Trust, covenants and agrees: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the iShares for offering and sale under the securities or blue sky laws of such states as Barclays Capital may reasonably designate and to maintain such qualifications in effect so long as Barclays Capital may request for the distribution of the iShares not to exceed a period of nine months; provided that the Trust shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the iShares); and to promptly advise Barclays Capital of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the iShares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to make available to Barclays Capital, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to Barclays Capital, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Sponsor or the Trust shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as Barclays Capital may request for the purposes contemplated by the Act; in case Barclays Capital is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the iShares, the Sponsor will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (c) the Sponsor and the Trust will endeavor to cause the Registration Statement to become effective (i) on the next business day following the date hereof and (ii) on or before the time of purchase and the Sponsor will advise Barclays Capital promptly and, if requested by Barclays Capital, will confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and (iii) upon receipt of request from Barclays Capital therefor, to file a post-effective amendment removing any reference to Barclays Capital thereunder; (d) to advise Barclays Capital promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; to advise Barclays Capital promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide Barclays Capital and Barclays Capital's counsel copies of any such documents for review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which Barclays Capital shall object in writing; (e) subject to section 4(d) hereof, to file promptly all reports and any information statement required to be filed by the Trust with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the iShares; and to provide Barclays Capital with a copy of such reports and statements and other documents to be filed by the Trust pursuant to Section 13, 14 or 15(d) of the Exchange Act during such period within a reasonable amount of time prior to any proposed filing, and to promptly notify the Authorized Purchaser Barclays Capital of such filing; (f) to advise Barclays Capital promptly of the happening of any event within the time during which a prospectus relating to the term of this Agreement iShares is required to be delivered under the Act which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, subject to section 4(d) hereof, to prepare and deliver or otherwise make availablefurnish, at the expense of each FundSponsor's expense, to the Authorized Purchaser copies of Barclays Capital promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.change; (bg) [to notify make generally available to the Authorized Purchaser when a revisedshareholders of the Trust, supplemented, or amended Prospectus is available and to deliver or otherwise make available to Barclays Capital, an [earnings statement] of the Trust (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than , -------------- 2004;] (h) [to furnish to the Authorized Purchaser shareholders of the Trust as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders' equity and cash flow of each of the Trust and the Sponsor for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants);] (i) to furnish to Barclays Capital two copies of such revisedthe Registration Statement, supplemented or amended Prospectus at such time as initially filed with the Commission, and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective dateof all amendments thereto (including all exhibits thereto); (cj) to deliver or caused furnish to be delivered Barclays Capital promptly for a period of one year from the date of this Agreement such information as Barclays Capital may reasonably request regarding the Trust; (k) to the Authorized Purchaser upon the request of the Authorized Purchaser pay all costs, expenses, fees and taxes in connection with (i) at the time of preparation and filing of any pre-effective or post-effective amendment to the Registration Statement Statement, the Prospectus, and any amendments or a new Registration Statement filed supplements thereto, and the printing and furnishing of copies of each thereof to register additional Baskets in reliance on Rule 429 Barclays Capital (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the 1933 iShares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the shares to Barclays Capital, (iii) the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to Barclays Capital and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the iShares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel for Barclays Capital) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to Barclays Capital, (v) any listing of the iShares on any securities exchange or qualification of the iShares for quotation on the American Stock Exchange and any registration thereof under the Exchange Act, if (vi) any filing for review of the public offering of the iShares by the NASD, including the legal fees and filing fees and other disbursements of counsel to Barclays Capital, (vi) the fees and disbursements of the Custodian (as defined in the Depositary Trust Agreement), transfer agent or registrar for the iShares, (vii) the costs and expenses of the Trust relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the iShares to prospective investors and Barclays Capital's sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Sponsor or the Trust and any such case consultants, and the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference cost of any aircraft chartered in a Registration Statement or amendmentconnection with the road show, and (iiiix) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information performance of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and Sponsor's other financial information contained in or incorporated by reference into the Registration Statement and the Prospectusobligations hereunder; (dl) to deliver use its best efforts to cause the Authorized Purchaser iShares to be listed on the American Stock Exchange; and (im) at to maintain a Custodian (as defined in the time of purchase Depositary Trust Agreement) and an orderly procedure for the transfer and register of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; andiShares.

Certain Covenants of the Sponsor. The SponsorSponsor and the Trust, on its own behalf and on behalf of the TrustFund, covenants covenant and agreesagree: (a) to the Sponsor shall notify the Authorized Purchaser promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each the Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to the Sponsor shall notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to deliver or caused to be delivered the Sponsor shall cause Xxxxxx Xxxxxxxx, LLP, accountants to the Authorized Purchaser upon the request of the Authorized Purchaser Fund, to deliver, at each time (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case and (iii) there is financial information incorporated by reference into the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendmentProspectus, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus;; Exhibit 10.1 (d) to the Sponsor shall deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at each time (i) the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the first Basket of a Fund subsequent to 1933 Act, and (iii) there is financial information incorporated by reference into the registration of additional Shares of Registration Statement or the FundProspectus, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser;; and (e) to the Sponsor shall furnish directly or through the Administrator or the Distributor Marketing Agent to the Authorized Purchaser, at each time (i) at the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser1933 Act, and (iiiii) at there is financial information incorporated by reference into the time of purchase of Registration Statement or the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, such documents and certificates in the form as reasonably requested; and.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf as sponsor of the Trust, covenants and agrees: (a) to notify advise the Authorized Purchaser Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make availablefurnish, at the expense of each Fundthe Trust, to the Authorized Purchaser copies of Participant promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.change; (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available furnish to the Authorized Purchaser copies Participant, at each time (i) the Registration Statement or the Prospectus is amended or supplemented by the filing of such reviseda post-effective amendment, supplemented (ii) a new Registration Statement is filed to register additional Shares in reliance on Rule 429, and (iii) there is financial information incorporated by reference into the Registration Statement or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revisedProspectus, supplemented or amended Prospectus to customersan opinion of Xxxxxx Xxxxxxx & Xxxxxxx LLP, provided that as a general matter counsel for the Sponsor will make such revisedSponsor, supplemented or amended Prospectus available addressed to the Authorized Purchaser Participant and dated such dates in form and substance satisfactory to the Authorized Participant, stating that: 1. the Trust is validly existing as an investment trust under the laws of the State of New York, as described in the Registration Statement and the Prospectus, and has all power and authority to issue and deliver the Shares as contemplated therein and to execute and deliver this Agreement; 2. the Sponsor 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 full corporate power and authority to conduct its business as described in the Registration Statement and the Prospectus and to execute and deliver this Agreement; 3. the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; 4. this Agreement has been duly authorized, executed and delivered by the Sponsor; 5. the Shares issuable by the Trust as described in the Registration Statement, when issued in accordance with the terms of the Trust Indenture as described in the Registration Statement, will have been duly authorized and validly issued and fully paid and non-assessable; 6. the Shares conform to the description thereof contained in the Registration Statement and the Prospectus; 7. the Registration Statement and the Prospectus (except as to the financial statements and schedules and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the 1933 Act; 8. the Registration Statement has become effective under the 1933 Act and, to such counsel’s knowledge, no stop order proceedings with respect thereto are pending or threatened under the 1933 Act and any required filing of the Prospectus and any supplement thereto pursuant to Rule 424 under the 1933 Act has been made in the manner and within the time period required by such Rule 424; 9. no approval, authorization, consent or order of or filing with any federal, or New York State governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares and consummation by the Sponsor of the transactions contemplated in the Prospectus other than registration of the Shares under the 1933 Act (except such counsel need express no opinion as to any necessary qualification under the state securities or blue sky laws of any state or the laws of any jurisdictions outside the United States); 10. the execution, delivery and performance of this Agreement by the Sponsor, the issuance and delivery of the Shares by the Trust and the consummation by the Sponsor and the Trustee on behalf of the Trust of the transactions contemplated hereby do not and will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under) the amended and restated limited liability company agreement of the Sponsor or the Trust Indenture, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument known to such counsel after reasonable investigation (based on a certificate of an officer of the Sponsor) to which the Sponsor or the Trustee is a party or by which either of them or any of their respective properties may be bound or affected, or any federal, or New York State law, regulation or rule or any decree, judgment or order applicable to the Sponsor or the Trust and known to such counsel; 11. to such counsel’s knowledge, neither the Sponsor nor the Trust is in breach or violation of or in default under (nor has any event occurred which with notice, lapse of time, or both would result in any breach or violation of, or constitute a default under) their respective constitutive documents, or any federal or New York State law, regulation or rule applicable to the Sponsor or the Trust; 12. to such counsel’s knowledge, there are no affiliate transactions, off-balance sheet transactions, contracts, licenses, agreements, leases or documents of a character which are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been so described or filed; 13. to such counsel’s knowledge, there are no actions, suits, claims, investigations or proceedings pending, or threatened to which the Sponsor or the Trustee is or would be a party or to which any of their respective properties is or would be subject at law or in equity, before its or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which are required to be described in the Registration Statement or the Prospectus but are not so described; 14. the Trust is not and, after giving effect to the offering and sale of the Shares, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”); and 15. the information in the Registration Statement and the Prospectus under the headings “Risk Factors—Competing claims over ownership of intellectual property rights related to the Trust could adversely affect the Trust and an investment in the Shares,” “Business of the Trust—License Agreement,” “Description of the Shares,” “United States Federal Tax Consequences,” “Description of the Trust Indenture,” “Description of the Custody Agreements” and “Legal Proceedings” insofar as such statements constitute a summary of documents or matters of law are accurate in all material respects and present fairly the information required to be shown. In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Sponsor, representatives of the independent public accountants of the Trust and representatives of the Authorized Participant at which the contents of the Registration Statement and the Prospectus were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except as and to the extent stated in subparagraphs (6) and (15) above), on the basis of the foregoing nothing has come to the attention of such counsel that causes them to believe that the Registration Statement or any amendment thereto at the time such Registration Statement or amendment became effective datecontained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus or any supplement thereto at the date of such Prospectus or such supplement, and at the time of purchase of the Shares by the Authorized Participant hereunder, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial information included in the Registration Statement or the Prospectus); (c) to deliver or caused cause KPMG LLP to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser deliver, at each time (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets Shares in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment429, and (iii) at there is financial information incorporated by reference into the time of effectiveness of any such Registration Statement or amendmentthe Prospectus, letters dated such dates and addressed to the Authorized PurchaserParticipant, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser Participant, at each time (i) at the time of purchase of Registration Statement or the initial Basket Prospectus is amended or supplemented by the filing of a Fund by the Fund’s initial Authorize Purchaserpost-effective amendment, (ii) a new Registration Statement is filed to register additional Shares in reliance on Rule 429, and (iiiii) if requested there is financial information incorporated by reference into the Authorized Purchaser, at Registration Statement or the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. C. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser Participant or counsel for the Authorized Purchaser Participant pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized PurchaserParticipant; (e) to furnish directly or through the Administrator or the Distributor to the Authorized PurchaserParticipant, at each time (i) at the time of purchase of Registration Statement or the initial Basket Prospectus is amended or supplemented by the filing of a Fund by the Fund’s initial Authorize Purchaserpost-effective amendment, (ii) a new Registration Statement is filed to register additional Shares in reliance on Rule 429, and (iiiii) at there is financial information incorporated by reference into the time of purchase of Registration Statement or the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, such documents and certificates in the form as reasonably requestedrequested by the Marketing Agent pursuant to Section 4.1(q) of the Marketing Agent Agreement; and (f) to cause the Trust to file a post-effective amendment to the Registration Statement no less frequently than once per calendar quarter on or about the same time that the Trust files a quarterly or annual report pursuant to Section 13 or 15(d) of the 1934 Act (including the information contained in such report), until such time as the Trust’s reports filed pursuant to Section 13 or 15(d) of the 1934 Act are incorporated by reference in the Registration Statement.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf of the Trust, covenants and agrees: (a) to notify the Authorized Purchaser promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to cause Xxxxxxxxx Xxxx, accountants to the Fund, to deliver or caused to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator or the Distributor Marketing Agent to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; and

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as sponsor of the Trust, covenants and agrees: (a) to notify furnish such information as may be required and otherwise to cooperate in qualifying the Authorized Shares for offering and sale under the securities or blue sky laws of such states as the Initial Purchaser may reasonably designate and to maintain such qualifications in effect so long as the Initial Purchaser may request for the distribution of the Shares not to exceed a period of nine months; provided that the Trust shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares); and to promptly advise the Initial Purchaser of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to make available to the Initial Purchaser, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Initial Purchaser, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Sponsor or the Trust shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Initial Purchaser may request for the purposes contemplated by the Act; in case the Initial Purchaser is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Sponsor will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (c) to endeavor to cause the Registration Statement to become effective on or before the Closing Time; to advise the Initial Purchaser promptly; and, if requested by the Initial Purchaser, to confirm in writing when the Registration Statement and any post-effective amendment thereto has become effective; and upon receipt of request from the Initial Purchaser therefor, to file a post-effective amendment removing any reference to the Initial Purchaser thereunder; (d) to advise the Initial Purchaser promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; to advise the Initial Purchaser promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide the Initial Purchaser and the Initial Purchaser’s counsel copies of any such documents for review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Initial Purchaser shall object in writing; (e) subject to section ‎4(d) hereof, to file promptly all reports and any information statement required to be filed by the Trust with the Commission in order to comply with Securities Exchange Act of 1934 (the “Exchange Act”) subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Purchased Shares; (f) to advise the Initial Purchaser promptly of the happening of any event within the time during which a prospectus relating to the term of this Agreement Purchased Shares is required to be delivered under the Act which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, subject to section ‎4(d) hereof, to prepare and deliver or otherwise make availablefurnish, at the expense of each FundSponsor’s expense, to the Authorized Initial Purchaser copies of promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.change; (bg) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make generally available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to deliver or caused to be delivered to the Authorized Purchaser upon the request shareholders of the Authorized Purchaser (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendmentTrust, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Initial Purchaser, an earnings statement of the Trust (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) as soon as is reasonably practicable after the termination of such twelve-month period; (h) to furnish to the Initial Purchaser promptly for a period of one year from the date of this Agreement such information as the Initial Purchaser may reasonably request regarding the Trust; (i) at to pay, or cause the time of purchase Trust to pay, all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the initial Basket Registration Statement, the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of a Fund copies of each thereof to the Initial Purchaser (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the shares to the Initial Purchaser, (iii) the producing, word processing and/or printing of this Agreement, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Initial Purchaser, (iv) the qualification of the Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel for the Initial Purchaser) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Initial Purchaser, (v) any listing of the Shares on any securities exchange or qualification of the Shares for quotation on the Exchange and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Shares by FINRA, including the legal fees and filing fees and other disbursements of counsel to the Initial Purchaser, (vii) the customary periodic fees of the Warehouse-keeper, the Administrative Agent, the Valuation Agent and the Trustee on behalf of the Trust, (viii) any costs and expenses of the Trust relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Initial Purchaser’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the Fund’s initial Authorize Purchaserofficers of the Sponsor or the Trust and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (iiix) if requested by the Authorized Purchaser, at the time of purchase performance of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized PurchaserSponsor’s other obligations hereunder; (ej) to furnish directly or through use its best efforts to cause the Administrator or Shares to be listed on the Distributor Exchange; and (k) to maintain an orderly procedure for the Authorized Purchaser, (i) at the time of purchase transfer and registration of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; andShares.

Certain Covenants of the Sponsor. The SponsorSponsor and the Trust, on its own behalf and on behalf of the TrustFund, covenants covenant and agreesagree: (a) to the Sponsor shall notify the Authorized Purchaser Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each the Fund, to the Authorized Purchaser Participant copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser Participant to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to the Sponsor shall notify the Authorized Purchaser Participant when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser Participant copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser Participant to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser Participant on or before its effective date; (c) to deliver or caused to be delivered the Sponsor shall cause Xxxxxx Xxxxxxxx, LLP, accountants to the Authorized Purchaser upon the request of the Authorized Purchaser Fund, to deliver, at each time (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case and (iii) there is financial information incorporated by reference into the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendmentProspectus, letters dated such dates and addressed to the Authorized PurchaserParticipant, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to the Sponsor shall deliver to the Authorized Purchaser Participant, at each time (i) at the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser1933 Act, and (iiiii) if requested there is financial information incorporated by reference into the Authorized Purchaser, at Registration Statement or the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser Participant or counsel for the Authorized Purchaser Participant pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser;Participant; and (e) to the Sponsor shall furnish directly or through the Administrator or the Distributor Marketing Agent to the Authorized PurchaserParticipant, at each time (i) at the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser1933 Act, and (iiiii) at there is financial information incorporated by reference into the time of purchase of Registration Statement or the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, such documents and certificates in the form as reasonably requested; and.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as sponsor of the Trust, covenants and agrees: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states as UBS Warburg may reasonably designate and to maintain such qualifications in effect so long as UBS Warburg may request for the distribution of the Shares not to exceed 90 days; provided that the Trust shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares); and to promptly advise UBS Warburg of the receipt by the Sponsor or the Trust of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to make available to UBS Warburg, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to UBS Warburg, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Sponsor or the Trust shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as UBS Warburg may request for the purposes contemplated by the Act; in case UBS Warburg is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Trust will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (c) the Sponsor and the Trust will endeavor to cause the Registration Statement to become effective (i) on the next business day following the date hereof and (ii) on or before the time of purchase and the Sponsor will advise UBS Warburg promptly and, if requested by UBS Warburg, will confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and (iii) upon receipt of request from UBS Warburg therefor, to file a post-effective amendment removing any reference to UBS Warburg thereunder; (d) to advise UBS Warburg promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; to advise UBS Warburg promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide UBS Warburg and UBS Warburg's counsel copies of any such documents for review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which UBS Warburg shall object in writing; (e) subject to Section 4(d) hereof, to file promptly all reports and any information statement required to be filed by the Trust with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; and to provide UBS Warburg with a copy of such reports and statements and other documents to be filed by the Trust pursuant to Section 13, 14 or 15(d) of the Exchange Act during such period within a reasonable amount of time prior to any proposed filing, and to promptly notify UBS Warburg of such filing; (f) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the Authorized Purchaser Act; (g) to advise UBS Warburg promptly of the happening of any event within the time during which a prospectus relating to the term of this Agreement Shares is required to be delivered under the Act which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, subject to Section 4(d) hereof, to prepare and deliver or otherwise make availablefurnish, at the expense of each FundSponsor's expense, to the Authorized Purchaser copies of UBS Warburg promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.change; (bh) [to notify the Authorized Purchaser when a revisedmake generally available to its shareholders, supplemented, or amended Prospectus is available and to deliver to UBS Warburg, an [earnings statement] of the Trust (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than , 2004;] [SUBJECT TO DISCUSSIONS WITH SEC STAFF] (i) [to furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders' equity and cash flow of each of the Trust and the Sponsor for such fiscal year, accompanied by a copy of the certificate or otherwise make available report thereon of nationally recognized independent certified public accountants);] [SUBJECT TO DISCUSSIONS WITH SEC STAFF] (j) to the Authorized Purchaser furnish to UBS Warburg two copies of such revisedthe Registration Statement, supplemented or amended Prospectus at such time as initially filed with the Commission, and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective dateof all amendments thereto (including all exhibits thereto); (ck) [to deliver or caused furnish to be delivered to UBS Warburg promptly for a period of one year from the Authorized Purchaser upon the request date of the Authorized Purchaser this Agreement (i) at the time of filing copies of any prereports, proxy statements, or other communications which the Trust shall send to its shareholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms [10-effective K, 10-Q and 8-K], or post-effective amendment to such other similar forms as may be designated by the Registration Statement Commission, (iii) copies of documents or a new Registration Statement reports filed to register additional Baskets in reliance with any national securities exchange on Rule 429 which any class of securities of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendmentTrust is listed, and (iv) such other information as UBS Warburg may reasonably request regarding the Trust;] [SUBJECT TO DISCUSSIONS WITH SEC STAFF] (l) to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to UBS Warburg (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to UBS Warburg, (iii) at the time producing, word processing and/or printing of effectiveness this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to UBS Warburg and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel for UBS Warburg) and the printing and furnishing of copies of any such Registration Statement blue sky surveys or amendmentlegal investment surveys to UBS Warburg, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information (v) any listing of the type ordinarily included in accountants’ letters to underwriters with respect to Shares on any securities exchange or qualification of the financial statements Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Shares by the NASD, including the legal fees and filing fees and other financial information contained disbursements of counsel to UBS Warburg, (vii) the fees and disbursements of the Custodian (as defined in the Trust Indenture), transfer agent or incorporated registrar for the Shares, (viii) the costs and expenses of the Trust relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and UBS Warburg's sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by reference into the Registration Statement officers of the Sponsor or the Trust and any such consultants, and the Prospectuscost of any aircraft chartered in connection with the road show, and (ix) the performance of the Sponsor's other obligations hereunder; (dm) to deliver use its best efforts to cause the Authorized Purchaser Shares to be listed on the NYSE; and (in) at to maintain a Custodian (as defined in the time of purchase Trust Indenture) and an orderly procedure for the transfer and register of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; andShares.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf of the Trust, covenants and agrees: (a) to notify the Authorized Purchaser promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.. 16 (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to deliver or caused to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; and

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as sponsor of the TrustTrust and the Fund,, covenants covenant and agreesagree: (a) to notify furnish such information as may be required and otherwise to cooperate in qualifying the Authorized Purchaser Units for offering and sale under the securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Trust shall not be required to qualify to do business in or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Marketing Agent of the receipt by the Sponsor, the Trust or the Fund of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to take all necessary action to register the Units under the 1933 Act in order to sell the initial Creation Basket and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register additional Units under the 1933 Act to the end that all Units sold in additional Creation Baskets will be properly registered under the 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement; (c) to make available to the Marketing Agent, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time, furnish to the Marketing Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent may request for the purposes contemplated by the 1933 Act; (d) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefore, to file a post-effective amendment removing any reference to the Marketing Agent thereunder; (e) to prepare, at the expense of the Fund, such amendments or supplements to the Registration Statement or the Prospectus and to file such amendments or supplements with the Commission, when and as required, by the 1933 Act, the Exchange Act, and the rules and regulations of the Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide the Marketing Agent and the Marketing Agent’s counsel with copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (f) to file promptly all reports and any information statement required to be filed on behalf of the Fund with the Commission in order to comply with the Exchange Act and the CEA subsequent to the date of the Prospectus and for so long as the term of this Agreement; and to provide the Marketing Agent and the Marketing Agent’s counsel with a copy of such reports and statements and other documents to be filed on behalf of the Fund pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25) and under 17 C.F.R. §4.22 during such period for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; (g) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the 1933 Act; (h) to advise the Marketing Agent promptly of the happening of any event with respect to the Fund during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the such Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make availablefurnish, at the expense of each the Fund, to the Authorized Purchaser copies of Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective datechange; (ci) to deliver furnish to the holders of the Units as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income and cash flow of the Fund for such fiscal year, accompanied by a copy of the certificate or caused report thereon of nationally recognized independent certified public accountants); (j) to furnish to the Marketing Agent a copy of the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto); (k) to (1) furnish with respect to the Fund to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the holders of the Units or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with the NYSE Arca, (iv) copies of documents or reports filed with the NFA and with the Commodity Futures Trading Commission, and (v) such other information as the Marketing Agent may reasonably request regarding the Fund; and (2) make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate documents and properties, and cause the officers, directors and employees of the Sponsor and independent accountants to supply all information reasonably requested by the Marketing Agent, its attorneys, accountants and other advisors and agents; (l) to use its best efforts to cause the Units to be delivered listed on the NYSE Arca; (m) to furnish to the Authorized Purchaser upon the request of the Authorized Purchaser Marketing Agent (i) at the time of filing the purchase of any pre-effective or post-effective amendment to the initial Creation Basket by the Initial Authorized Purchaser and (ii) at such other times as the Marketing Agent reasonably requests, which may include when the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement Prospectus is amended or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendmentsupplemented, and an opinion of Sxxxxxxxxx Xxxxxx & Bxxxxxx LLP, counsel for the Sponsor, addressed to the Marketing Agent and substantially in the form attached hereto as Exhibit B; (iiin) to cause Sxxxxx Jxxxxxxx LLP to deliver to the Marketing Agent with respect to the Fund (i) at the time of the effectiveness of any such the purchase of the Baskets by the Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (B) a new Registration Statement is filed to register additional Units in reliance on Rule 429, and there is financial information incorporated by reference into the Registration Statement or the Prospectus, letters dated such dates and addressed to the Authorized PurchaserMarketing Agent, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (do) to deliver to the Authorized Purchaser Marketing Agent with respect to the Fund (i) at the time of the effectiveness of the purchase of a Creation Basket by an Authorized Purchaser, (ii) at each time the initial Basket Registration Statement or the Prospectus is amended or supplemented, (iii) at each time the Registration Statement or the Prospectus files any report, statement or other document pursuant to Section 13, 14 or 15(d) of a Fund the Exchange Act (excluding filings required by the Fund’s initial Authorize PurchaserRule 12b-25), and (iiiv) if requested by at such other times as the Authorized PurchaserMarketing Agent reasonably requests, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor an officer’s certificate in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized PurchaserD hereto; (ep) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, Marketing Agent with respect to the Fund (i) at the time of the effectiveness of the purchase of the initial a Creation Basket of a Fund by the Fund’s initial Authorize Purchaser, an Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented, (iii) at each time of purchase any report, statement or other document pursuant to Section 13, 14 or 15(d) of the first Basket of a Fund subsequent to the registration of additional Shares Exchange Act (excluding filings required by Rule 12b-25) is filed on behalf of the Fund, and (iv) at such other times as the Marketing Agent reasonably requests, such other documents and certificates in as of such dates as the form as Marketing Agent may reasonably requestedrequest; and

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as sponsor of the Trust, covenants Trust and agreesthe Fund„ covenant and agree: (a) to notify furnish such information as may be required and otherwise to cooperate in qualifying the Authorized Purchaser Units for offering and sale under the securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Trust shall not be required to qualify to do business in or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Marketing Agent of the receipt by the Sponsor, the Trust or the Fund of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to take all necessary action to register the Units under the 1933 Act in order to sell the initial Creation Basket and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register additional Units under the 1933 Act to the end that all Units sold in additional Creation Baskets will be properly registered under the 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement; (c) to make available to the Marketing Agent, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time, furnish to the Marketing Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent may request for the purposes contemplated by the 1933 Act; (d) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefore, to file a post-effective amendment removing any reference to the Marketing Agent thereunder; (e) to prepare, at the expense of the Fund, such amendments or supplements to the Registration Statement or the Prospectus and to file such amendments or supplements with the Commission, when and as required, by the 1933 Act, the Exchange Act, and the rules and regulations of the Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide the Marketing Agent and the Marketing Agent’s counsel with copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (f) to file promptly all reports and any information statement required to be filed on behalf of the Fund with the Commission in order to comply with the Exchange Act and the CEA subsequent to the date of the Prospectus and for so long as the term of this Agreement; and to provide the Marketing Agent and the Marketing Agent’s counsel with a copy of such reports and statements and other documents to be filed on behalf of the Fund pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25) and under 17 C.F.R. §4.22 during such period for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; (g) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the 1933 Act; (h) to advise the Marketing Agent promptly of the happening of any event with respect to the Fund during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the such Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make availablefurnish, at the expense of each the Fund, to the Authorized Purchaser copies of Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective datechange; (ci) to deliver furnish to the holders of the Units as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income and cash flow of the Fund for such fiscal year, accompanied by a copy of the certificate or caused report thereon of nationally recognized independent certified public accountants); (j) to furnish to the Marketing Agent a copy of the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto); (k) to (1) furnish with respect to the Fund to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the holders of the Units or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with the NYSE Arca, (iv) copies of documents or reports filed with the NFA and with the Commodity Futures Trading Commission, and (v) such other information as the Marketing Agent may reasonably request regarding the Fund; and (2) make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate documents and properties, and cause the officers, directors and employees of the Sponsor and independent accountants to supply all information reasonably requested by the Marketing Agent, its attorneys, accountants and other advisors and agents; (l) to use its best efforts to cause the Units to be delivered listed on the NYSE Arca; (m) to furnish to the Authorized Purchaser upon the request of the Authorized Purchaser Marketing Agent (i) at the time of filing the purchase of any pre-effective or post-effective amendment to the initial Creation Basket by the Initial Authorized Purchaser and (ii) at such other times as the Marketing Agent reasonably requests, which may include when the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement Prospectus is amended or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendmentsupplemented, and an opinion of Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Sponsor, addressed to the Marketing Agent and substantially in the form attached hereto as Exhibit B; (iiin) to cause Xxxxxx Xxxxxxxx LLP to deliver to the Marketing Agent with respect to the Fund (i) at the time of the effectiveness of any such the purchase of the Baskets by the Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (B) a new Registration Statement is filed to register additional Units in reliance on Rule 429, and there is financial information incorporated by reference into the Registration Statement or the Prospectus, letters dated such dates and addressed to the Authorized PurchaserMarketing Agent, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (do) to deliver to the Authorized Purchaser Marketing Agent with respect to the Fund (i) at the time of the effectiveness of the purchase of a Creation Basket by an Authorized Purchaser, (ii) at each time the initial Basket Registration Statement or the Prospectus is amended or supplemented, (iii) at each time the Registration Statement or the Prospectus files any report, statement or other document pursuant to Section 13, 14 or 15(d) of a Fund the Exchange Act (excluding filings required by the Fund’s initial Authorize PurchaserRule 12b-25), and (iiiv) if requested by at such other times as the Authorized PurchaserMarketing Agent reasonably requests, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor an officer’s certificate in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized PurchaserD hereto; (ep) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, Marketing Agent with respect to the Fund (i) at the time of the effectiveness of the purchase of the initial a Creation Basket of a Fund by the Fund’s initial Authorize Purchaser, an Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented, (iii) at each time of purchase any report, statement or other document pursuant to Section 13, 14 or 15(d) of the first Basket of a Fund subsequent to the registration of additional Shares Exchange Act (excluding filings required by Rule 12b-25) is filed on behalf of the Fund, and (iv) at such other times as the Marketing Agent reasonably requests, such other documents and certificates in as of such dates as the form as Marketing Agent may reasonably requestedrequest; and

Certain Covenants of the Sponsor. The SponsorSponsor and the Trust, on its own behalf and on behalf of the TrustFund, covenants covenant and agreesagree: (a) to the Sponsor shall notify the Authorized Purchaser promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each the Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation obligat ion it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to the Sponsor shall notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to deliver or caused to be delivered the Sponsor shall cause Xxxxxx Xxxxxxxx, LLP, accountants to the Authorized Purchaser upon the request of the Authorized Purchaser Fund, to deliver, at each time (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case and (iii) there is financial information incorporated by reference into the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendmentProspectus, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement Statem ent and the Prospectus; (d) to the Sponsor shall deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at each time (i) the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the first Basket of a Fund subsequent to 1933 Act, and (iii) there is financial information incorporated by reference into the registration of additional Shares of Registration Statement or the FundProspectus, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters matte rs covered thereby to the Authorized Purchaser; (e) to the Sponsor shall furnish directly or through the Administrator or the Distributor Marketing Agent to the Authorized Purchaser, at each time (i) at the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser1933 Act, and (iiiii) at there is financial information incorporated by reference into the time of purchase of Registration Statement or the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, such documents and certificates in the form as reasonably requested; and

Certain Covenants of the Sponsor. The SponsorSponsor and the Trust, on its own behalf and on behalf of the TrustFund, covenants covenant and agreesagree: (a) to the Sponsor shall notify the Authorized Purchaser promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each the Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to the Sponsor shall notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to deliver or caused to be delivered the Sponsor shall cause Xxxxxx Xxxxxxxx, LLP, accountants to the Authorized Purchaser upon the request of the Authorized Purchaser Fund, to deliver, at each time (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case and (iii) there is financial information incorporated by reference into the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendmentProspectus, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to the Sponsor shall deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at each time (i) the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the first Basket of a Fund subsequent to 1933 Act, and (iii) there is financial information incorporated by reference into the registration of additional Shares of Registration Statement or the FundProspectus, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. C. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser;; and (e) to the Sponsor shall furnish directly or through the Administrator or the Distributor Marketing Agent to the Authorized Purchaser, at each time (i) at the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser1933 Act, and (iiiii) at there is financial information incorporated by reference into the time of purchase of Registration Statement or the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, such documents and certificates in the form as reasonably requested; and.

Certain Covenants of the Sponsor. The SponsorSponsor and the Trust, on its own behalf and on behalf of the TrustFund, covenants covenant and agreesagree: (a) to the Sponsor shall notify the Authorized Purchaser Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each the Fund, to the Authorized Purchaser Participant copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser Participant to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to the Sponsor shall notify the Authorized Purchaser Participant when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser Participant copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser Participant to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser Participant on or before its effective date; (c) to deliver or caused to be delivered the Sponsor shall cause Sxxxxx Jxxxxxxx, LLP, accountants to the Authorized Purchaser upon the request of the Authorized Purchaser Fund, to deliver, at each time (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case and (iii) there is financial information incorporated by reference into the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendmentProspectus, letters dated such dates and addressed to the Authorized PurchaserParticipant, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to the Sponsor shall deliver to the Authorized Purchaser Participant, at each time (i) at the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser1933 Act, and (iiiii) if requested there is financial information incorporated by reference into the Authorized Purchaser, at Registration Statement or the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser Participant or counsel for the Authorized Purchaser Participant pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser;Participant; and (e) to the Sponsor shall furnish directly or through the Administrator or the Distributor Marketing Agent to the Authorized PurchaserParticipant, at each time (i) at the time Registration Statement or the Prospectus is amended or supplemented by the filing of purchase a post-effective amendment, (ii) a new Registration Statement is filed to register additional Baskets in reliance on Rule 429 of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser1933 Act, and (iiiii) at there is financial information incorporated by reference into the time of purchase of Registration Statement or the first Basket of a Fund subsequent to the registration of additional Shares of the FundProspectus, such documents and certificates in the form as reasonably requested; and.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf of the Trust, covenants and agrees: (a) to notify the Authorized Purchaser promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date; (c) to cause the independent public accounting firm for the Fund to deliver or caused to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if requested by the Authorized Purchaser, at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser; (e) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, (i) at the time of purchase of the initial Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund subsequent to the registration of additional Shares of the Fund, such documents and certificates in the form as reasonably requested; and

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf of the Trust, covenants and agrees: (a) to notify the Authorized Purchaser Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each Fundthe Trust, to the Authorized Purchaser Participant copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser Participant to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser Participant when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser Participant copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser Participant to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser Participant on or before its effective date; (c) to cause the independent public accounting firm for the Trust to deliver or caused to be delivered to the Authorized Purchaser Participant upon the request of the Authorized Purchaser Participant (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized PurchaserParticipant, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (d) to deliver to the Authorized Purchaser Participant (i) at the time of purchase of the initial Basket of a Fund the Trust by the FundTrust’s initial Authorize PurchaserAuthorized Participant, and (ii) if requested by the Authorized PurchaserParticipant, at the time of purchase of the first Basket of a Fund the Trust subsequent to the registration of additional Shares of the FundTrust, a certification by a duly authorized officer of the Sponsor in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser Participant or counsel for the Authorized Purchaser Participant pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized Purchaser;Participant; and (e) to furnish directly or through the Administrator BNY Mellon or the Distributor Order Examiner to the Authorized Purchaser, Participant (i) at the time of purchase of the initial Basket of a Fund the Trust by the FundTrust’s initial Authorize Purchaser, and (ii) at the time of purchase of the first Basket of a Fund the Trust subsequent to the registration of additional Shares of the FundTrust, such documents and certificates in the form as reasonably requested; and.

Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf in its capacity as Sponsor of the TrustFund, covenants and agrees: (a) to notify furnish such information as may be required and otherwise to cooperate in qualifying the Authorized Purchaser Units for offering and sale under any applicable securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Fund shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Marketing Agent of the receipt by the Sponsor or the Fund of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to take all necessary action to register the Units under the 1933 Act in order to sell the initial Creation Basket and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register additional Units under the 1933 Act to the end that all Units sold in additional Creation Baskets will be properly registered under the 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement; (c) to make available to the Marketing Agent, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time, furnish to the Marketing Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent may request for the purposes contemplated by the 1933 Act; (d) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefore and to the extent legally permissible, to file a post-effective amendment removing any reference to the Marketing Agent thereunder; (e) to prepare, at the expense of the Fund, such amendments or supplements to the Registration Statement or the Prospectus and to file such amendments or supplements with the Commission, when and as required, by the 1933 Act, the Exchange Act, and the rules and regulations of the Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide the Marketing Agent and the Marketing Agent’s counsel with copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (f) to file promptly all reports and any information statement required to be filed by the Fund with the Commission in order to comply with the Exchange Act and the CEA subsequent to the date of the Prospectus and for so long as the term of this Agreement; (g) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the 1933 Act; (h) to advise the Marketing Agent promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the such Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make availablefurnish, at the expense of each the Fund, to the Authorized Purchaser copies of Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers. (b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective datechange; (ci) to deliver furnish to the holders of the Fund’s Units as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income and cash flow of the Fund for such fiscal year, accompanied by a copy of the certificate or caused report thereon of nationally recognized independent certified public accountants); (j) to furnish to the Marketing Agent a copy of the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto); (k) to (1) furnish to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the holders of the Fund’s Units or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with the NYSE Arca, (iv) copies of documents or reports filed with the NFA and with the Commodity Futures Trading Commission, and (v) such other information as the Marketing Agent may reasonably request regarding the Fund; and (2) make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate documents and properties, and cause the officers, directors and employees of the Sponsor and independent accountants to supply all information reasonably requested by the Marketing Agent, its attorneys, accountants and other advisors and agents; (l) to use its best efforts to cause the Units to be delivered listed on the NYSE Arca; (m) to furnish to the Marketing Agent (i) at the time of the purchase of the initial Creation Basket by the Initial Authorized Purchaser and (ii) if requested by the Marketing Agent, at the time of the purchase of the first Creation Basket subsequent to the registration of additional Units, an opinion of Sxxxxxxxxx Xxxxxx & Bxxxxxx LLP, counsel for the Sponsor, addressed to the Marketing Agent and substantially in the form attached hereto as Exhibit B; (n) to cause Rxxxxxxxx Kass to deliver to the Marketing Agent upon the request of the Authorized Purchaser Marketing Agent (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets Units in reliance on Rule 429 of the 1933 Actor any amendment thereto, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iiiii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized PurchaserMarketing Agent, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (do) to deliver to the Authorized Purchaser Marketing Agent (i) at the time of purchase of the initial Creation Basket of a Fund by the Fund’s initial Authorize Initial Authorized Purchaser, and (ii) if requested by the Authorized PurchaserMarketing Agent, at the time of the purchase of the first Creation Basket of a Fund subsequent to the registration of additional Shares of the FundUnits, a certification by a duly authorized officer of the Sponsor an officer’s certificate substantially in substantially the form attached hereto as Exhibit D. In addition, any certificate signed by any officer of the Sponsor and delivered to the Authorized Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby to the Authorized PurchaserD hereto; (ep) to furnish directly or through the Administrator or the Distributor to the Authorized Purchaser, Marketing Agent (i) at the time of purchase of the initial Creation Basket of a Fund by the Fund’s initial Authorize Initial Authorized Purchaser, and (ii) if requested by the Marketing Agent, at the time of the purchase of the first Creation Basket of a Fund subsequent to the registration of additional Shares of Units, and (iii) at such other times as the FundMarketing Agent reasonably requests, such other documents and certificates as of such dates as the Marketing Agent may reasonably request; and (q) to cause the Trust to file a supplement to the Registration Statement on or about the same time that the Trust files a quarterly or annual report pursuant to Section 13 or 15(d) of the Exchange Act (including the information contained in such report), until such time as the Trust’s reports filed pursuant to Section 13 or 15(d) of the Exchange Act are incorporated by reference in the form as reasonably requested; andRegistration Statement.