Common use of Status of Authorized Participant Clause in Contracts

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Creation Orders or Redemption Orders of Creation Baskets or Redemption Baskets, respectively, of the Funds (i) through the CNS Clearing Process, it is a member of the NSCC and an Authorized Participant in the CNS System of NSCC (a “Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a participant of DTC (as such a participant, a “DTC Participant”). If there is any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate prompt notice to the Managing Owner of such eventevent and upon such notice, and the Managing Owner, in its sole discretion, may terminate this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC ParticipantAgreement. (b) Unless Section 2(c2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and standing, or, if applicable, exempt status, in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), and will shall not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances and under certain possible interpretations of applicable law, could be interpreted as resulting in its being deemed a participant in a distribution, as that term is defined in the 1933 Act, in a manner that could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. Notwithstanding that the Authorized Participant may not be acting as a statutory underwriter, it agrees to review the applicable sections of the applicable Prospectus relating to offering of the Shares and consult its own counsel in connection with entering into this Agreement and offering and selling the Shares. (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registeredregistered with, qualified by or be a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act and the Commodities Exchange Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (de) The Authorized Participant is in compliance has written policies and procedures reasonably designed to comply with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Trust and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the change. The Authorized Participant ceased may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to be a DTC Participantthe procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). In the event Authorized Participant utilizes the Distributor’s electronic interface for Order entry, the Participant agrees to the terms and conditions set forth in Annex VI hereto. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 2001. (e) The Authorized Participant understands and acknowledges that the method by which Creation Units will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units may be issued and sold by the Trust on an ongoing basis, at any point a “distribution”, as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “USA PATRIOT ActContinuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Trust’s Custodian, the Subcustodian (in the case of Funds with foreign securities “International Funds”), ) and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements reasonable satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first Purchase or Redemption Order with the Distributor.

Status of Authorized Participant. The Each Authorized Participant represents Participant, individually and severally, represents, warrants and covenants the followingthat: (a) The Authorized Participant It is a participant of DTC (as such a participant, a “DTC Participant or an Indirect Participant”). If the Authorized Participant it ceases to be a DTC Participant or an Indirect Participant, the such Authorized Participant shall give immediate notice to the Managing Owner applicable Trustees, the applicable Depositors and the Administrative Agent of such event, and this Agreement all Participants Agreements to which such Authorized Participant is a party shall terminate immediately (with respect to that Authorized Participant only) as of the date the such Authorized Participant ceased ceases to be a DTC Participant or an Indirect Participant. (b) Unless Section 2(c) applies, the Authorized Participant it either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 the "Exchange Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASD”"FINRA"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Such Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreementeach Participants Agreement to which it is a party. The Such Authorized Participant will shall comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD FINRA (if it is a NASD FINRA member), and will not offer or sell Shares MacroShares in any state or other jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant it is offering or selling Shares MacroShares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the such Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, Securities Act and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant It is in compliance with the anti-money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT "Patriot Act”), ") and the regulations promulgated thereunder, if the such Authorized Participant is subject to the requirements of the USA PATRIOT Patriot Act, or, to the extent an Authorized Participant is not subject to the Patriot Act, it has policies, procedures and internal controls in place that are substantially similar to those required under the Patriot Act. (e) It has the capability to send and receive communications via authenticated electronic facilities to and from the applicable Trustee and the Administrative Agent. Such Authorized Participant shall confirm such capability to the satisfaction of the applicable Trustee and the Administrative Agent by the end of the Business Day before placing its first Order (as set forth in Section 3 or 4, as applicable) with the Administrative Agent.

Status of Authorized Participant. The Each Authorized Participant represents Participant, individually and severally, represents, warrants and covenants the followingthat: (a) The Authorized Participant It is a participant of DTC (as such a participant, a “DTC Participant or an Indirect Participant”). If the Authorized Participant it ceases to be a DTC Participant or an Indirect Participant, the such Authorized Participant shall give immediate notice to the Managing Owner Trustee, the Depositor and the Administrative Agent of such event, and this Participants Agreement shall terminate immediately (with respect to that Authorized Participant only) as of the date the such Authorized Participant ceased ceases to be a DTC Participant or an Indirect Participant. (b) Unless Section 2(c) applies, the Authorized Participant it either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 the "Exchange Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Such Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Participants Agreement. The Such Authorized Participant will shall comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Holding Shares or Tradeable Shares in any state or other jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant it is offering or selling Holding Shares or Tradeable Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the such Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, Securities Act and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant It is in compliance with the anti-money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT "Patriot Act”), ") and the regulations promulgated thereunder, if the such Authorized Participant is subject to the requirements of the USA PATRIOT Patriot Act. (e) It has the capability to send and receive communications via authenticated electronic facilities to and from the Trustee and the Administrative Agent. Such Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Administrative Agent by the end of the Business Day before placing its first Order (as set forth in Section 3, 4 or 5, as applicable) with the Administrative Agent. (f) Each Authorized Participant, by its acquisition or holding of any Paired Holding Share, is deemed to have represented and warranted that it is not, and is not using assets of, any (i) "employee benefit plan" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), subject to Title I of ERISA, (ii) "plan" (as defined in section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code")), subject to section 4975 of the Code, including without limitation individual retirement accounts and Xxxxx plans, or (iii) entity whose underlying assets include plan assets by reason of such an employee benefit plan's or plan's investment in such entity, including without limitation, as applicable, an insurance company general account (each of (i), (ii) and (iii), a "Benefit Plan Investor"). Any purported purchase or transfer of an Up-MACRO Holding Share or a Down-MACRO Holding Share to a Benefit Plan Investor shall be null and void ab initio.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “"DTC Participant”"). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Trustee of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“"1934 Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure prospectus delivery and other requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “USA PATRIOT Act”)2001, and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT ActACT. (e) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Trustee and the Depository. The Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Depository by the end of the Business Day before placing its first order with the Trustee (whether such order is to create or to redeem Baskets). If required by the Depository with respect to authorized telecommunications by telephonic facsimile, the Authorized Participant shall enter into a separate agreement with the Depository, as the case may be, indemnifying such party with respect to its communications by telephonic facsimile, substantially in the form attached as Exhibit D, as the same may be amended from time to time.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Company and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that it, unless Section 1(c) is applicable, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will is a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”). The Authorized Participant agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Company in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Company in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the 1933 Act, Act and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Company on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor and the Custodian prior to placing its first Order with the ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and AP Handbook hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Trust and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority, Inc. (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees to (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, thereunder and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 as well as the executive orders and regulations promulgated by the Office of Foreign Asset Control. (e) The Authorized Participant understands and acknowledges that: (i) the method by which Creation Units will be created and traded may raise certain issues under applicable securities laws because new Creation Units of Shares may be issued and sold by a Fund on an ongoing basis, a “USA PATRIOT distribution”, as such term is used in the 1933 Act, may occur at any point; (ii) some activities on its part, depending on the circumstances, may result in it being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act; and (iii) dealers who are not “underwriters,” but who effect transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant represents that it has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, the Subcustodian (in the case of funds with foreign securities “International Funds”), ) and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first Order with the Transfer Agent (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Administrator of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business obligations under this Agreement so requires. The In connection with the purchase or redemption of Creation Units and any related offers or sales of Shares, the Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply in all material aspects with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), to the extent the foregoing relates to and are applicable to the Authorized Participant’s transactions in and activities with respect to, Shares, and that it will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will will, in connection with such offers and sales, (i) observe comply in all material respects with the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure prospectus delivery requirements of the 1933 Act, and the regulations promulgated thereunderthereunder applicable to it, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules, to the extent the foregoing relates to and is applicable to the Authorized Participant’s transactions in, and activities with respect to, Shares. (d) The Authorized Participant is has policies, procedures, and internal controls in compliance place that are reasonably designed to comply with the applicable anti-money laundering laws and related regulations, including applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act. (e) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Administrator and each custodian of a Fund (“Custodian”). The Authorized Participant shall confirm such capability to the satisfaction of the Administrator and the applicable Custodian by the end of the Business Day before placing its first order with the Administrator (whether such order is to create or to redeem Creation Units). (f) The Authorized Participant acknowledges and agrees that it shall inform any party for which it is acting (whether such party is a customer or otherwise) that a disclosure document satisfying the requirements under the Commodity Exchange Act is available on each Fund’s website and provide such party with the Fund’s website address.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Trustee of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD FINRA (if it is a NASD FINRA member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “USA PATRIOT Act”)2001, and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT ActACT. (e) The Authorized Participant shall establish with any Gold clearing bank of London Precious Metals Clearing Limited (“LPMCL”) (the “Participant’s Custodian”), in London or at such other location as the Sponsor and the Trustee agree, an account in relation to Gold which shall be maintained on an Unallocated Basis (the “Participant Unallocated Account”). The Participant Unallocated Account shall be established and maintained pursuant to such agreement as the Authorized Participant and the Participant’s Custodian shall agree (the “Clearing Bank Unallocated Account Agreement”). (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Trustee, the Custodian and the Participant’s Custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Custodian by the end of the Business Day before placing its first order with the Trustee (whether such order is to create or to redeem Baskets). If required by the Custodian with respect to authorized telecommunications by telephonic facsimile, (i) if the Custodian is HSBC, the Authorized Participant shall enter into a separate agreement with the Custodian indemnifying the Custodian with respect to the Authorized Participant’s communications by telephonic facsimile, substantially in the form attached as Attachment B, as the same may be amended from time to time, and (ii) if the Custodian is JPM, the Authorized Participant shall enter into any agreement concerning communications by telephonic facsimile as the Participant’s Custodian may require.

Status of Authorized Participant. The Each Authorized Participant represents Participant, individually and severally, represents, warrants and covenants the followingthat: (a) The Authorized Participant It is a participant of DTC (as such a participant, a “DTC Participant or an Indirect Participant”). If the Authorized Participant it ceases to be a DTC Participant or an Indirect Participant, the such Authorized Participant shall give immediate notice to the Managing Owner Applicable Trustees, the applicable Depositors and the Administrative Agent of such event, and this Participants Agreement shall terminate immediately (with respect to that Authorized Participant only) as of the date the such Authorized Participant ceased ceases to be a DTC Participant or an Indirect Participant. (b) Unless Section 2(c) applies, the Authorized Participant it either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 the "Exchange Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASD”"FINRA"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Such Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Participants Agreement. The Such Authorized Participant will shall comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD FINRA (if it is a NASD FINRA member), and will not offer or sell Shares MacroShares in any state or other jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant it is offering or selling Shares MacroShares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the such Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, Securities Act and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant It is in compliance with the anti-money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT "Patriot Act”), ") and the regulations promulgated thereunder, if the such Authorized Participant is subject to the requirements of the USA PATRIOT Patriot Act, or, to the extent an Authorized Participant is not subject to the Patriot Act, it has policies, procedures and internal controls in place that are substantially similar to those required under the Patriot Act. (e) It has the capability to send and receive communications via authenticated electronic facilities to and from the applicable Trustee and the Administrative Agent. Such Authorized Participant shall confirm such capability to the satisfaction of the applicable Trustee and the Administrative Agent by the end of the Business Day before placing its first Order (as set forth in Section 3 or 4, as applicable) with the Administrative Agent.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “"DTC Participant”"). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Trustee of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “USA PATRIOT Act”)2001, and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT ActACT. (e) With respect to the transfers of Gold contemplated by this Agreement, the Authorized Participant shall establish with the Participant's Custodian in London or at such other location as the Sponsor and the Trustee agree an account in relation to Gold which shall be maintained on an Unallocated Basis (the "Participant Unallocated Account"), which shall be used only to effect transactions between the Authorized Participant and the Trust and which shall be in addition to any separate Gold account maintained for the Authorized Participant on an Unallocated Basis by the Participant's Custodian. The Participant Unallocated Account shall be established and maintained pursuant to a Participant Unallocated Bullion Account Agreement with the Participant's Custodian in the form attached to this Agreement as Attachment B, as the same may be amended from time to time. In addition, if the Authorized Participant does not already have a Gold account maintained for it on an Unallocated Basis by the Participant's Custodian (separate from the Participant Unallocated Account), the Authorized Participant must establish such an account, which shall be established and maintained pursuant to such agreement as it and the Participant's Custodian shall agree. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Trustee, the Custodian and the Participant's Custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Custodian by the end of the Business Day before placing its first order with the Trustee (whether such order is to create or to redeem Baskets). If required by the Trustee or the Custodian with respect to authorized telecommunications by telephonic facsimile, the Authorized Participant shall enter into a separate agreement with the Trustee or the Custodian, as the case may be, indemnifying such party with respect to its communications by telephonic facsimile, substantially in the forms attached as Attachment C, as the same may be amended from time to time.

Status of Authorized Participant. The Each Authorized Participant represents Participant, individually and severally, represents, warrants and covenants the followingthat: (a) The Authorized Participant It is a participant of DTC (as such a participant, a “DTC Participant or an Indirect Participant”). If the Authorized Participant it ceases to be a DTC Participant or an Indirect Participant, the such Authorized Participant shall give immediate notice to the Managing Owner Trustee, the Depositor and the Administrative Agent of such event, and this Participants Agreement shall terminate immediately (with respect to that Authorized Participant only) as of the date the such Authorized Participant ceased ceases to be a DTC Participant or an Indirect Participant. (b) Unless Section 2(c) applies, the Authorized Participant it either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 the "Exchange Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Such Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Participants Agreement. The Such Authorized Participant will shall comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Holding Shares or Tradeable Shares in any state or other jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant it is offering or selling Holding Shares or Tradeable Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the such Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, Securities Act and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant It is in compliance with the anti-money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT "Patriot Act”), ") and the regulations promulgated thereunder, if the such Authorized Participant is subject to the requirements of the USA PATRIOT Patriot Act. (e) It has the capability to send and receive communications via authenticated electronic facilities to and from the Trustee and the Administrative Agent. Such Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Administrative Agent by the end of the Business Day before placing its first Order (as set forth in Section 3, 4 or 5, as applicable) with the Administrative Agent. (f) Each Authorized Participant, by its acquisition or holding of any Paired Holding Share, is deemed to have represented and warranted that it is not, and is not using assets of, any (i) "employee benefit plan" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), subject to Title I of ERISA, (ii) "plan" (as defined in section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code")), subject to section 4975 of the Code, including without limitation individual retirement accounts and Keogh plans, or (iii) entity whose underlying assets include plan assexx xx reason of such an employee benefit plan's or plan's investment in such entity, including without limitation, as applicable, an insurance company general account (each of (i), (ii) and (iii), a "Benefit Plan Investor"). Any purported purchase or transfer of an Up-MACRO Holding Share or a Down-MACRO Holding Share to a Benefit Plan Investor shall be null and void ab initio.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Creation Orders or Redemption Orders of Creation Baskets or Redemption Baskets, respectively, of the Trust (i) through the CNS Clearing Process, it is a member of the NSCC and an Authorized Participant in the CNS System of NSCC (a “Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a participant of DTC (as such a participant, a “DTC Participant”). If there is any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate prompt notice to the Managing Owner of such eventevent and upon such notice, and the Managing Owner, in its sole discretion, may terminate this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC ParticipantAgreement. (b) Unless Section 2(c2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership memberships in good standing and standing, or, if applicable, exempt status, in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), and will shall not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances and under certain possible interpretations of applicable law, could be interpreted as resulting in its being deemed a participant in a distribution, as that term is defined in the 1933 Act, in a manner that could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. Notwithstanding that the Authorized Participant may not be acting as a statutory underwriter, it agrees to review the applicable sections of the Prospectus relating to offering of the Shares and consult its own counsel in connection with entering into this Agreement and offering and selling the Shares. (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registeredregistered with, qualified by or be a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act and the Commodities Exchange Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (de) The Authorized Participant is in compliance has written policies and procedures reasonably designed to comply with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act.

Status of Authorized Participant. The Each Authorized Participant represents and represents, warrants and covenants the followingthat: (a) The It is a DTC Participant or an Indirect Participant. If it ceases to be a DTC Participant or an Indirect Participant, such Authorized Participant shall give prompt notice to the applicable Trustees, the applicable Depositors and the Administrative Agent of such event, and all Participants Agreements to which such Authorized Participant is a participant party shall terminate immediately (with respect to that Authorized Participant only) as of DTC (as the date such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC or an Indirect Participant. (b) Unless Section 2(c) applies, the Authorized Participant it either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 the "Exchange Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASD”"FINRA"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Such Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreementeach Participants Agreement to which it is a party. The Such Authorized Participant will shall comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, FINRA By-Laws and Conduct Rules of the NASD (or with comparable FINRA Conduct Rules, if it is a such NASD member)Conduct Rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA Conduct Rules) to the extent the foregoing relates to the Authorized Participant's transactions in, and activities with respect to, MacroShares, and will not offer or sell Shares MacroShares in any state or other jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant it is offering or selling Shares MacroShares in jurisdictions outside the several states, territories and possessions of the United States States, it agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made to the extent the foregoing relates to the Authorized Participant's transactions in, and activities with respect to, MacroShares. In addition, if the Authorized Participant is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the such Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, Securities Act and the regulations promulgated thereunder, and (iiiii) conduct its business in accordance with the spirit of the NASD Conduct Rules (or with comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently repealed, rescinded or are otherwise replaced by FINRA Conduct Rules) to the extent the foregoing relates to the Authorized Participant's transactions in, and activities with respect to, MacroShares. (d) The Authorized Participant To the best of its knowledge, it is in compliance with the applicable anti-money laundering laws, regulations, and related rules, including applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT "Patriot Act”"), . (e) It has the capability to send and receive communications via authenticated electronic facilities to and from the applicable Trustee and the regulations promulgated thereunderAdministrative Agent. If requested, if the such Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT Actapplicable Trustee and the Administrative Agent prior to placing its first Order (as set forth in Section 3 or 4, as applicable) with the Administrative Agent.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Creation Orders or Redemption Orders of Creation Units of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC the NSCC and an Authorized Participant in the CNS System of the NSCC (as such a participantdefined in the Fund's Prospectus, a “"Participating Party"), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund's Prospectus, a "DTC Participant”"). If The Authorized Participant may place Creation Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto. Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Trust and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, to the extent applicable, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, (the"1934 Act") as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority ("FINRA"), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal securities laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the securities laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares Creation Units of any Fund of the Trust in any state or jurisdiction where they it has been informed by the Distributor that such Shares may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares Creation Units of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States ("US") and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable securities laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full applicable disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act") and of the Investment Company Act of 1940, as amended (the "1940 Act") and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the "Program") reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “"USA PATRIOT ACT"). (e) The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, and under certain possible interpretations of applicable law, could be interpreted as resulting in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and could subject it to the prospectus delivery and liability provisions of the 1933 Act”. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Transfer Agent and the Authorized Participant's custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Distributor, the Administrator and the custodian prior to placing its first order (whether it is a Creation Order or a Redemption Order). (g) The Distributor represents, warrants and agrees that: i. the Fund Documents are effective, no stop order of the Securities and Exchange Commission ("SEC") or any other federal, state or foreign regulatory authority or self-regulatory authority, including, without limitation, National Futures Association ("NFA"), and with respect thereto has been issued, no proceedings for such purpose have been instituted or, to their knowledge, are being contemplated; ii. the regulations promulgated thereunder, if the Authorized Participant is subject Fund Documents conform in all material respects to the requirements of the USA PATRIOT 1933 Act., and the rules and regulations of the SEC thereunder and, if applicable, to the requirements of the Commodity Exchange Act and rules and regulations thereunder, and do not and will not, as of the applicable effective date as to the Trust's registration statement and all amendments thereto and at all times thereafter during which this Agreement is in effect, and as of the applicable filing date as to the Prospectus and all amendments and supplements thereto and at all times thereafter during which this Agreement is in effect, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; iii. the sale and distribution of the Fund Shares as contemplated herein does not and will not conflict with or result in a breach or violation of any statute or any order, rule, regulation or practice of any court or governmental agency or body or any regulatory or self-regulatory organization having jurisdiction over the Distributor, the Fund or the Fund's adviser or commodity pool operator, if applicable; iv. the Fund Shares, when issued and delivered against payment of consideration thereof, as provided in this Agreement, will be duly and validly authorized, issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights; v. no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Fund Shares, except for such consents, approvals, authorizations, orders, registrations and qualifications that have been obtained and are in effect; vi. all marketing and promotional materials, other than the Prospectus, provided to the Participant or directly to its customers in respect to the Fund Shares comply and, at all times that they are in circulation and available for use, will comply, with the U.S. federal securities laws and the rules and regulations of FINRA and of NFA, to the extent applicable, and any representation or statement with respect to the Fund Shares in any marketing materials provided by the Trust or the Distributor or any other agent of the Trust to the Participant will not contain any untrue statement of a material fact related to the Fund or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding the Fund Shares, such statements of fact will be consistent with the Prospectus; vii. it will ensure that Participant is not named as an underwriter of Fund Shares in any document, including without limitation, the Trust's registration statement, the Prospectus or on the Distributor's or a Fund's website without the prior written consent of Participant; viii. except as required by court order or by any regulatory or self-regulatory authority, it will not, without the prior written consent of the Participant, which consent shall not be unreasonably withheld, (i) use in advertising or publicity the name of the Participant or any affiliate of the Participant, or any trade name, trademark, trade device, service xxxx, symbol, logo or any abbreviation, contraction or simulation thereof owned by the Participant or its affiliates, except to identify the Participant as an authorized participant, or (ii) represent, directly or indirectly, that any product or any service provided by the Trust, the Funds, the Advisor, the Distributor or the Index Receipt Agent has been approved or endorsed by the Participant. This Clause 2(g)(viii) shall survive the termination or expiration of this Agreement; and, ix. upon request by the Participant, (i) it will provide to the Participant and its agents reasonable access, through teleconference and at no cost to the Participant, during regular business hours to its personnel and agents and (ii) it will use commercially reasonable efforts to coordinate with the Advisor, sufficient, in the reasonable judgment of the Participant, for it to carry out due diligence with respect to this Agreement and any amendments thereto

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Administrator of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business obligations under this Agreement so requires. The In connection with the purchase or redemption of Creation Units and any related offers or sales of Shares, the Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply in all material aspects with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), to the extent the foregoing relates to and are applicable to the Authorized Participant’s transactions in and activities with respect to, Shares, and that it will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will will, in connection with such offers and sales, (i) observe comply in all material respects with the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure prospectus delivery requirements of the 1933 Act, and the regulations promulgated thereunderthereunder applicable to it, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules, to the extent the foregoing relates to and is applicable to the Authorized Participant’s transactions in, and activities with respect to, Shares. (d) The Authorized Participant is has policies, procedures, and internal controls in compliance place that are reasonably designed to comply with the applicable anti-money laundering laws and related regulations, including applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act. (e) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Administrator and a Fund’s custodian (“Custodian”). The Authorized Participant shall confirm such capability to the satisfaction of the Administrator and the applicable Custodian by the end of the Business Day before placing its first order with the Administrator (whether such order is to create or to redeem Creation Units). (f) The Authorized Participant acknowledges and agrees that it shall inform any party for which it is acting (whether such party is a customer or otherwise) that a disclosure document satisfying the requirements under the Commodity Exchange Act is available on each Fund’s website and provide such party with the Fund’s website address.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS system of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participantshall terminate this Agreement, and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or amended; (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business; and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority, Inc. (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable U.S. federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the FINRA’s Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)Rules, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, ; (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder, ; and (iii) to conduct its business in accordance with the spirit of the NASD Conduct Rules (or of comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently repealed, rescinded or otherwise replaced by FINRA Conduct Rules). (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 2001. (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trust on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “USA PATRIOT Act”Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an order. The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, (ii) the Custodian (as defined below in Section 5 hereof), (iii) the Subcustodian (as defined below in Section 5 hereof) in the case of International Funds (see Section 7(b) below), and the regulations promulgated thereunder, if (iv) the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first order with the BNYM ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Distributor and the Managing Owner of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will shall comply with all applicable United States federal laws, including without limitation, the prospectus delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), and will shall not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) The Authorized Participant understands and acknowledges that the proposed method by which Baskets will be created and traded may raise certain issues under applicable securities laws. The Authorized Participant understands and acknowledges that, for example, because new Shares can be created and issued on an ongoing basis, at any point during the life of a Trust, a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner that would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” section of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting an order for the creation of Basket(s) on a Creation/Redemption Order Form. (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (de) The Authorized Participant further represents that its anti-money laundering program (“AML Program”) is in maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under Section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and related provisions suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Patriot Act”), and (ix) allows for appropriate regulators to examine its anti-money laundering books and records. The Distributor shall verify the regulations promulgated thereunder, if identity of each Authorized Person (as hereinafter defined) of the Authorized Participant is subject to and maintain identification verification and transactional records of the Authorized Persons in accordance with the requirements of the USA PATRIOT Actapplicable laws and regulations.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “"DTC Participant”"). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Trustee of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“"1934 Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “USA PATRIOT Act”)2001, and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT ActACT. (e) With respect to the transfers of Gold contemplated by this Agreement, the Authorized Participant shall establish with the Participant's Custodian in London or at such other location as the Sponsor and the Trustee agree an account in relation to Gold which shall be maintained on an Unallocated Basis (the "Participant Unallocated Account"), which shall be used only to effect transactions between the Authorized Participant and the Trust and which shall be in addition to any separate Gold account maintained for the Authorized Participant on an Unallocated Basis by the Participant's Custodian. The Participant Unallocated Account shall be established and maintained pursuant to a Participant Unallocated Bullion Account Agreement with the Participant's Custodian in the form attached to this Agreement as Attachment B, as the same may be amended from time to time. In addition, if the Authorized Participant does not already have a Gold account maintained for it on an Unallocated Basis by the Participant's Custodian (separate from the Participant Unallocated Account), the Authorized Participant must establish such an account, which shall be established and maintained pursuant to such agreement as it and the Participant's Custodian shall agree. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Trustee, the Custodian and the Participant's Custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Custodian by the end of the Business Day before placing its first order with the Trustee (whether such order is to create or to redeem Baskets). If required by the Custodian with respect to authorized telecommunications by telephonic facsimile, the Authorized Participant shall enter into a separate agreement with the Custodian, as the case may be, indemnifying such party with respect to its communications by telephonic facsimile, substantially in the form attached as Attachment C, as the same may be amended from time to time.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such a participantdefined in the Fund's Prospectus, a “"Participating Party"), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund's Prospectus, a "DTC Participant”"). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto ("Execution of Orders"). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Trust and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act, ") and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the "Program") reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “"USA PATRIOT ACT"). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trust on an ongoing basis, at any point a "distribution", as such term is used in the 1933 Act”, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, the Subcustodian (in the case of International Funds) and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first Order with the BNY ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Distributor and the Managing Owner of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and standing, or, if applicable, exempt status, in full force and effect throughout the term of this Agreement. The Authorized Participant will shall comply with all applicable United States federal laws, including without limitation, the prospectus delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), and will shall not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) The Authorized Participant understands and acknowledges that the proposed method by which Baskets will be created and traded may raise certain issues under applicable securities laws. The Authorized Participant understands and acknowledges that, for example, because new Shares can be created and issued on an ongoing basis, at any point during the life of a Trust, a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner that would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” section of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting an order for the creation of Basket(s) on a Creation/Redemption Order Form. (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will shall (i) observe the comply with all applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (de) The Authorized Participant further represents that its anti-money laundering program (“AML Program”) is in maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under Section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and related provisions suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Patriot Act”), and (ix) allows for appropriate regulators to examine its anti-money laundering books and records. The Distributor shall verify the regulations promulgated thereunder, if identity of each Authorized Person (as hereinafter defined) of the Authorized Participant is subject to and maintain identification verification and transactional records of the Authorized Persons in accordance with the requirements of the USA PATRIOT Actapplicable laws and regulations.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund's Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund's Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Company and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that it, unless Section 1(c) is applicable, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Company in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Company in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the FINRA NASD Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Company on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor and the Custodian prior to placing its first Order with the BNYM ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will shall comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), and will shall not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) The Authorized Participant understands and acknowledges that the proposed method by which Baskets will be created and traded may raise certain issues under applicable securities laws. The Authorized Participant understands and acknowledges that, for example, because new Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner that would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” section of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting a Purchase Order Subscription Agreement (defined below). (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (de) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Trust and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Investors Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trust on an ongoing basis, at any point a “distribution”, as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, the Subcustodian (in the case of International Funds) and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first Order with the BNY ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents hereby represents, covenants and warrants and covenants the following: (a) The Authorized Participant is a participant of the Depository Trust Corporation, or DTC (as such a participant, a “DTC Participant”). If the Authorized Participant Person ceases to be a DTC Participant, the Authorized Participant Person shall give immediate prompt written notice thereof to the Managing Owner of such eventDistributor, the Fund and this the Transfer Agent. This Agreement shall terminate immediately as of the date that the Authorized Participant ceased to be a DTC Participant. (b) Unless the following Section 2(c1(c) appliesis applicable, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (the “FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of the Fund in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of the Fund in jurisdictions outside the several states, territories and possessions of the United States (“U.S.”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above1(b), the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program ( “AML Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the AML Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Baskets of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Baskets of Shares may be issued and sold by the regulations promulgated thereunderFund on an ongoing basis, if at any point a “distribution”, as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting a Purchase Order. The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) With respect to each party for which the Authorized Participant is subject acting (whether such party is a customer or otherwise) in connection with the creation of a Basket and to whom the Authorized Participant delivers a Prospectus (each a “Prospective Participant”), the Authorized Participant shall obtain from each Prospective Participant an acknowledgment from such Prospective Participant of the receipt of such Prospectus in accordance with the Commodity and Futures Trading Commission Regulation 4.21(b), to the requirements extent applicable, prior to the submission of any Purchase Order Subscription Agreement in respect of such Basket. (g) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Fund’s custodian (the “Custodian”) and the Authorized Participant’s custodian. The Authorized Participant shall confirm such capability to the satisfaction of the USA PATRIOT ActDistributor and the Custodian prior to placing its first Order with the Transfer Agent (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Each Authorized Participant Participant, individually and severally, represents and warrants and covenants the following: (a) The Authorized Participant It is a participant of DTC (as such a participant, a “DTC Participant or an Indirect Participant”). If the Authorized Participant it ceases to be a DTC Participant or an Indirect Participant, the such Authorized Participant shall give immediate notice to the Managing Owner Trustee, the Depositor and the Administrative Agent of such event, and this Participants Agreement shall terminate immediately (with respect to that Authorized Participant only) as of the date the such Authorized Participant ceased ceases to be a DTC Participant or Indirect Participant. (b) Unless Section 2(c) applies, the Authorized Participant it either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 the "Exchange Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Such Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Participants Agreement. The Such Authorized Participant will shall comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Paired Holding Shares or Tradeable Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant it is offering or selling Paired Holding Shares or Tradeable Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the such Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, Securities Act and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant It is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT "Patriot Act”), ") and the regulations promulgated thereunder, if the such Authorized Participant is subject to the requirements of the USA PATRIOT Patriot Act. (e) It has the capability to send and receive communications via authenticated electronic facilities to and from the Trustee and the Administrative Agent. Such Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Administrative Agent by the end of the Business Day before placing its first Order (as defined in Section 4) with the Trustee and the Administrative Agent. (f) Each Authorized Participant, by its acquisition or holding of any Paired Holding Share, is deemed to have represented and warranted that it is not, and is not using assets of, any (i) "employee benefit plan" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, "ERISA"), whether or not subject to Title I of ERISA, including without limitation governmental plans, foreign pension plans and church plans, (ii) "plan" (as defined in section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, the "Code"), whether or not subject to section 4975 of the Code), including without limitation individual retirement accounts and Keogh plans, or (iii) entity whose underlying assets include plan assexx xx reason of such an employee benefit plan's or plan's investment in such entity, including without limitation, as applicable, an insurance company general account, (each of (i), (ii) and (iii) a "benefit plan investor"). Any purported purchase or transfer of an up-macro holding share to a benefit plan investor shall be null and void ab initio.

Status of Authorized Participant. The Each Authorized Participant Participant, individually and severally, represents and warrants and covenants the following: (a) The Authorized Participant It is a participant of DTC (as such a participant, a “DTC Participant or an Indirect Participant”). If the Authorized Participant it ceases to be a DTC Participant or an Indirect Participant, the such Authorized Participant shall give immediate notice to the Managing Owner Trustee, the Depositor and the Administrative Agent of such event, and this Participants Agreement shall terminate immediately (with respect to that Authorized Participant only) as of the date the such Authorized Participant ceased ceases to be a DTC Participant or Indirect Participant. (b) Unless Section 2(c) applies, the Authorized Participant it either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 the "Exchange Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Such Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Participants Agreement. The Such Authorized Participant will shall comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Holding Shares or Tradeable Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant it is offering or selling Holding Shares or Tradeable Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the such Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, Securities Act and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant It is in compliance with the anti-money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT "Patriot Act”), ") and the regulations promulgated thereunder, if the such Authorized Participant is subject to the requirements of the USA PATRIOT Patriot Act. (e) It has the capability to send and receive communications via authenticated electronic facilities to and from the Trustee and the Administrative Agent. Such Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Administrative Agent by the end of the Business Day before placing its first Order (as defined in Sections 3, 4 and 5, as applicable) with the Administrative Agent. (f) Each Authorized Participant, by its acquisition or holding of any Paired Holding Share, is deemed to have represented and warranted that it is not, and is not using assets of, any (i) "employee benefit plan" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, "ERISA"), whether or not subject to Title I of ERISA, including without limitation governmental plans, foreign pension plans and church plans, (ii) "plan" (as defined in section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, (the "Code"), whether or not subject to section 4975 of the Code), including without limitation individual retirement accounts and Keogh plans, or (iii) entity whose underlying assets include plan assxxx xy reason of such an employee benefit plan's or plan's investment in such entity, including without limitation, as applicable, an insurance company general account, (each of (i), (ii) and (iii), a "Benefit Plan Investor"). Any purported purchase or transfer of an up-macro holding share to a Benefit Plan Investor shall be null and void ab initio.

Status of Authorized Participant. The Authorized Participant Participant, on behalf of itself represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate prompt notice to the Managing Owner Sponsor and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and standing, or, if applicable, exempt status, in full force and effect throughout the term of this Agreement. The Authorized Participant will shall comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act laws and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, FINRA’s Constitution and By-Laws and the Conduct Rules of FINRA (the NASD (“FINRA Conduct Rules”), if it is a NASD FINRA member), and will shall not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. A “Liquidity Provider,” where applicable, shall mean a third party selected by the Sponsor who (1) is not the Authorized Participant and (2) will not be acting as an agent, nor at the direction, of the Authorized Participant with respect to the delivery of bitcoin to the Trust or receipt of bitcoin from the Trust. (c) The Authorized Participant understands and acknowledges that the proposed method by which Xxxxxxx will be created and traded may raise certain issues under applicable securities laws. For example, because new Shares can be created and issued on an ongoing basis, depending upon the facts and circumstances, at any point during the life of the Trust, a “distribution,” as such term is defined in Regulation M promulgated under the 1934 Act, may be occurring. The Authorized Participant is cautioned that, depending on the circumstances and under certain possible interpretations of applicable law, some of its activities may be deemed participation in a distribution in a manner that would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” section of the Registration Statement and consult with its own counsel in connection with entering into this Agreement and submitting an order for the creation of Basket(s) on a Creation/Redemption Order Form (as defined below). (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (de) [Reserved.] (f) The anti-money laundering program (“AML Program”) of the Authorized Participant is maintained in compliance with all applicable federal laws, rules and regulations, including the money laundering and related provisions of the Uniting United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 2001, as amended (the “USA PATRIOT Patriot Act”), U.S. Bank Secrecy Act, as amended (“BSA”), the U.S. Money Laundering Control Act of 1986, as amended, and applicable rules and regulations promulgated by the SEC, FINRA, and the U.S. Treasury Financial Crimes Enforcement Network (“FinCEN”) in connection therewith (together, “AML Laws”), and that its AML Program, at a minimum, (i) complies with applicable law, (ii) designates a compliance officer to administer and oversee the AML Program, (iii) provides ongoing employee training, (iv) includes an independent audit function to test the effectiveness of the AML Program, (v) establishes internal policies, procedures, and controls that are tailored to its particular business, (vi) includes a customer identification program consistent with the rules under Section 326 of the USA Patriot Act, and procedures for verifying the beneficial ownership of legal entity customers, (vii) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (viii) provides for screening all new and existing customers and counterparties against suspicious activity reports, (ix) provides for screening all new and existing customers and counterparties against the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) list, including any bitcoin addresses listed therein, and any other government list that is or becomes required under the USA Patriot Act, and (xi) complies with applicable recordkeeping and record retention requirements, and allows for appropriate regulators to examine its anti-money laundering books and records. (g) The Authorized Participant has formed a reasonable belief as to the identities of and has conducted all necessary due diligence with respect to its customers and any counterparties from whom it obtained the cash being transferred. (h) The Authorized Participant does not know or have any reason to suspect, based on reasonable inquiry, that any part of the cash being transferred was derived from, or associated with, unlawful or criminal activities. The Authorized Participant, and its owners and controllers, are not (a) the target of any economic, financial or trade sanctions or embargoes, export controls or other restrictive measures imposed by, or on any list of prohibited individuals or entities enacted or promulgated by, the United States of America (including those administered by OFAC), the European Union, any member state of the European Union, the United Kingdom or the United Nations (the “Sanctions”), or (b) located, organized or resident in a country or territory with which dealings are broadly restricted, embargoed or prohibited by any Sanctions (as of the date hereof, Crimea, Cuba, Iran, North Korea and Syria, and certain other territories) (any such country, territory, entity or individual described in this subsection (i), a “Sanctioned Party”). (i) The Authorized Participant does not know or have any reason to suspect that (a) any part of the cash it is transferring (if applicable) is or will be derived from, held for the benefit of, or related in any way to transactions with or on behalf of, any Sanctioned Party, and (b) any Sanctioned Party has or will have any legal or beneficial interest in the Authorized Participant or such cash. The Authorized Participant is in material compliance, and has instituted reasonable policies and procedures to comply, with Sanctions laws and regulations promulgated thereunderand prevent transactions with Sanctioned Parties. (j) The Authorized Participant hereby represents, if covenants and warrants that it has all requisite authority, whether arising under applicable federal or state law, the rules and regulations of any self-regulatory organization to which it is subject, or its certificate of incorporation, formation or limited liability company operating agreement or other organizational document, as the case may be, to enter into this Agreement and to discharge the duties and obligations apportioned to it in accordance with the terms hereof. (k) The Authorized Participant hereby represents, covenants and warrants that there are no actions, grievances, proceedings (including, without limitation, arbitration proceedings), orders, investigations, inquiries or claims pending, or to the Authorized Participant’s knowledge, threatened against or affecting it or any employee (in his or her capacity as such), that would affect the Authorized Participant’s ability to fulfill its obligations hereunder. (l) The Authorized Participant, does conduct and intends to continue to conduct its business in material compliance with all applicable laws and regulations, and has obtained all regulatory licenses, approvals, authorizations and consents necessary to carry on its business as now conducted, including, without limitation, any money transmitter license or license to engage in virtual currency business activity that it is required to obtain under any state laws to which the Authorized Participant is subject subject, if any. (m) To the extent Baskets are issued in exchange for cash, the Authorized Participant owns all cash being transferred by it free and clear of any and all liens, claims, security interests and encumbrances of any kind, it has all rights, title and interest in and to such cash, and it has the power to transfer such cash to the requirements Trust. For the avoidance of doubt, the USA PATRIOT Actterm “cash” when used throughout this agreement shall mean U.S. dollars.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) [The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Administrator of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant.] (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business obligations under this Agreement so requires. The In connection with the purchase or redemption of Creation Units and any related offers or sales of Shares, the Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply in all material aspects with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), to the extent the foregoing relates to and are applicable to the Authorized Participant’s transactions in and activities with respect to, Shares, and that it will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will will, in connection with such offers and sales, (i) observe comply in all material respects with the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure prospectus delivery requirements of the 1933 Act, and the regulations promulgated thereunderthereunder applicable to it, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules (or with comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently renamed, repealed, rescinded, or are otherwise replaced by FINRA Conduct Rules), to the extent the foregoing relates to and is applicable to the Authorized Participant’s transactions in, and activities with respect to, Shares. (d) The Authorized Participant is has policies, procedures, and internal controls in compliance place that are reasonably designed to comply with the applicable anti-money laundering laws and related regulations, including applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act. (e) With respect to the transfers of Gold contemplated by this Agreement, the Authorized Participant shall establish with the Funds’ custodian (the “Custodian”) in London or at such other location as the Sponsor and the Administrator agree an account in relation to Gold which shall be maintained on an Unallocated Basis (the “Participant Unallocated Account”), which shall be used only to effect transactions between the Authorized Participant and the Trust and which shall be in addition to any separate Gold account maintained for the Authorized Participant on an Unallocated Basis by the Custodian. The Participant Unallocated Account shall be established and maintained pursuant to a Participant Unallocated Bullion Account Agreement with the Custodian in the form attached to this Agreement as Attachment B, as the same may be amended from time to time. In addition, if the Authorized Participant does not already have a Gold account maintained for it on an Unallocated Basis by the Custodian (separate from the Participant Unallocated Account), the Authorized Participant must establish such an account, which shall be established and maintained pursuant to such agreement as it and the Custodian shall agree. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Administrator and the Custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Administrator and the Custodian by the end of the Business Day before placing its first order with the Administrator (whether such order is to create or to redeem Creation Units). (g) The Authorized Participant acknowledges that it may have an obligation to comply with the disclosure document delivery requirements under the Commodity Exchange Act (the “CEA”). The Sponsor agrees that if it becomes aware of any new delivery or disclosure requirement(s) under the 1933 Act or the CEA relating to Shares it shall use best efforts to notify the Authorized Participant of such requirement(s).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Trustee of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD FINRA (if it is a NASD FINRA member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “USA PATRIOT Act”)2001, and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT ActACT. (e) The Authorized Participant shall establish with the Custodian (if the Custodian is HSBC) or with any Gold clearing bank of London Precious Metals Clearing Limited (“LPMCL”) (if the Custodian is JPM) (the “Participant’s Custodian”), in London or at such other location as the Sponsor and the Trustee agree, an account in relation to Gold which shall be maintained on an Unallocated Basis (the “Participant Unallocated Account”). Additionally, if the Custodian is HSBC, the Participant Unallocated Account shall be used only to effect transactions between the Authorized Participant and the Trust and shall be in addition to any separate Gold account maintained for the Authorized Participant on an Unallocated Basis by the Participant’s Custodian. If the Custodian is HSBC, (i) the Participant Unallocated Account shall be established and maintained pursuant to a Participant Unallocated Bullion Account Agreement with the Participant’s Custodian in the form attached to this Agreement as Attachment B, as the same may be amended from time to time, and (ii), if the Authorized Participant does not already have a Gold account maintained for it on an Unallocated Basis by the Participant’s Custodian (separate from the Participant Unallocated Account), the Authorized Participant must establish such an account, which shall be established and maintained pursuant to such agreement as it and the Participant’s Custodian shall agree. If the Custodian is JPM, the Participant Unallocated Account shall be established and maintained pursuant to such agreement as the Authorized Participant and the Participant’s Custodian shall agree (the “Clearing Bank Unallocated Account Agreement”).the Authorized Participant shall establish with the Participant’s Custodian in London or at such other location as the Sponsor and the Trustee agree an account in relation to Gold which shall be maintained on an Unallocated Basis (the “Participant Unallocated Account”), which shall be used only to effect transactions between the Authorized Participant and the Trust and which shall be in addition to any separate Gold account maintained for the Authorized Participant on an Unallocated Basis by the Participant’s Custodian. The Participant Unallocated Account shall be established and maintained pursuant to a Participant Unallocated Bullion Account Agreement with the Participant’s Custodian in the form attached to this Agreement as Attachment B, as the same may be amended from time to time. In addition, if the Authorized Participant does not already have a Gold account maintained for it on an Unallocated Basis by the Participant’s Custodian (separate from the Participant Unallocated Account), the Authorized Participant must establish such an account, which shall be established and maintained pursuant to such agreement as it and the Participant’s Custodian shall agree. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Trustee, the Custodian and the Participant’s Custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Custodian by the end of the Business Day before placing its first order with the Trustee (whether such order is to create or to redeem Baskets). If required by the Custodian with respect to authorized telecommunications by telephonic facsimile , (i) if the Custodian is HSBC, the Authorized Participant shall enter into a separate agreement with the Custodian indemnifying the Custodian with respect to the Authorized Participant’s communications by telephonic facsimile, substantially in the form attached as Attachment C, as the same may be amended from time to time, and (ii) if the Custodian is JPM, the Authorized Participant shall enter into any agreement concerning communications by telephonic facsimile as the Participant’s Custodian may require, the Authorized Participant shall enter into a separate agreement with the Custodian indemnifying the Custodian with respect to the Authorized Participant’s communications by telephonic facsimile, substantially in the form attached as Attachment C, as the same may be amended from time to time.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Creation Orders or Redemption Orders of Creation Baskets or Redemption Baskets, respectively, of the Trust (i) through the CNS Clearing Process, it is a member of the NSCC and an Authorized Participant in the CNS System of NSCC (a “Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a participant of DTC (as such a participant, a “DTC Participant”). If there is any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner of such event, event and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantimmediately. (b) Unless Section 2(c2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership memberships in good standing and standing, or, if applicable, exempt status, in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), and will shall not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances and under certain possible interpretations of applicable law, could be interpreted as resulting in its being deemed a participant in a distribution, as that term is defined in the 1933 Act, in a manner that could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. Notwithstanding that the Authorized Participant may not be acting as a statutory underwriter, it agrees to review the applicable sections of the Prospectus relating to offering of the Shares and consult its own counsel in connection with entering into this Agreement and offering and selling the Shares. (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registeredregistered with, qualified by or be a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act and the Commodities Exchange Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (de) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Administrator of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business obligations under this Agreement so requires. The In connection with the purchase or redemption of Creation Units and any related offers or sales of Shares, the Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply in all material aspects with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), to the extent the foregoing relates to and are applicable to the Authorized Participant’s transactions in and activities with respect to, Shares, and that it will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will will, in connection with such offers and sales, (i) observe comply in all material respects with the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure prospectus delivery requirements of the 1933 Act, and the regulations promulgated thereunderthereunder applicable to it, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules, to the extent the foregoing relates to and is applicable to the Authorized Participant’s transactions in, and activities with respect to, Shares. (d) The Authorized Participant is has policies, procedures, and internal controls in compliance place that are reasonably designed to comply with the applicable anti-money laundering laws and related regulations, including applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act. (e) With respect to the transfers of Gold contemplated by this Agreement, the Authorized Participant shall establish with the Funds’ custodian (the “Custodian”) in London or at such other location as the Sponsor and the Administrator agree an account in relation to Gold which shall be maintained on an Unallocated Basis (the “Participant Unallocated Account”), which shall be used only to effect transactions between the Authorized Participant and the Trust and which shall be in addition to any separate Gold account maintained for the Authorized Participant on an Unallocated Basis by the Custodian. The Participant Unallocated Account shall be established and maintained pursuant to a Participant Unallocated Bullion Account Agreement with the Custodian in the form attached to this Agreement as Attachment B, as the same may be amended from time to time. In addition, if the Authorized Participant does not already have a Gold account maintained for it on an Unallocated Basis by the Custodian (separate from the Participant Unallocated Account), the Authorized Participant must establish such an account, which shall be established and maintained pursuant to such agreement as it and the Custodian shall agree. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Administrator and the Custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Administrator and the Custodian by the end of the Business Day before placing its first order with the Administrator (whether such order is to create or to redeem Creation Units). (g) The Authorized Participant acknowledges and agrees that it shall inform any party for which it is acting (whether such party is a customer or otherwise) that a disclosure document satisfying the requirements under the Commodity Exchange Act is available on each Fund’s website and provide such party with the Fund’s website address.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Shares of the Fund, it either (i) is a participant of in DTC (as such a participant"DTC Participant"), or (ii) maintains, either directly or indirectly, a “custodial relationship with a DTC Participant”. The Authorized Participant may place Purchase Orders or Redemption Orders for Shares through the DTC Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annexes I, I-A and I-B hereto ("Execution of Orders"). If Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participantshall terminate this Agreement, and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Fund and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that it, unless Section 1(c) is applicable, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“the "1934 Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority ("FINRA"), and the Authorized Participant agrees that it will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, concerned and the rules and regulations promulgated thereunderthereunder and with all FINRA rules and regulations, and with the Constitution, By-Laws and Conduct Rules of the NASD (if that it is a NASD member), and will not offer or sell Shares of the Fund in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of the Fund in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act, ") and the regulations promulgated thereunder, and (iii) to conduct its business in accordance with the spirit of the NASD Conduct RulesRules of the Financial Regulatory Authority. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the "Program") reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “"USA PATRIOT ACT"). (e) The Authorized Participant understands and acknowledges that the method by which Shares of the Fund will be created and traded may raise certain issues under applicable securities laws. For example, because new Shares may be issued and sold by the Fund on an on-going basis, at any point a "distribution," as such term is used in the 1933 Act”), may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the "Continuous Offering Period" section of the Prospectus and consult with its own counsel in connection with entering into this Agreement and placing an order. The Authorized Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in the Shares, whether or not participating in the distribution of the Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from (i) the Distributor, (ii) the Transfer Agent, and the regulations promulgated thereunder, if (iii) the Authorized Participant's custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor and the Transfer Agent prior to placing its first order with the Distributor.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC the Depository Trust Company (as "DTC," and such a participant, a “"DTC Participant”"). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Trustee of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantimmediately. (b) Unless unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal Federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “USA PATRIOT Act”)2001, and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT ActACT. (e) With respect to the transfer of gold contemplated by this Agreement, the Authorized Participant (i) shall establish an Unallocated Bullion Account with the Participant's Custodian in London or at such other location as the Sponsor and the Trustee agree (the "Participant Unallocated Account") which is specifically dedicated to transactions with the Trust; and (ii) shall confirm to the satisfaction of the Trustee that the Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Trustee, the Custodian and the Participant's Custodian.

Status of Authorized Participant. The Each Authorized Participant represents Participant, individually and severally, represents, warrants and covenants the followingthat: (a) The Authorized Participant It is a participant of DTC (as such a participant, a “DTC Participant or an Indirect Participant”). If the Authorized Participant it ceases to be a DTC Participant or an Indirect Participant, the such Authorized Participant shall give immediate notice to the Managing Owner applicable Trustees, the applicable Depositors and the Administrative Agent of such event, and this Agreement all Participants Agreements to which such Authorized Participant is a party shall terminate immediately (with respect to that Authorized Participant only) as of the date the such Authorized Participant ceased ceases to be a DTC Participant or an Indirect Participant. (b) Unless Section 2(c) applies, the Authorized Participant it either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 the "Exchange Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASD”"FINRA"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Such Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreementeach Participants Agreement to which it is a party. The Such Authorized Participant will shall comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD FINRA (if it is a NASD FINRA member)) to the extent such laws, rules and regulations relate to such Authorized Participant’s transactions in MacroShares, and will not offer or sell Shares MacroShares in any state or other jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant it is offering or selling Shares MacroShares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the such Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, Securities Act and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant It has adopted a written customer identification program that is in reasonably designed to ensure its compliance with the anti-money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT "Patriot Act”), ") and the regulations promulgated thereunder, if the such Authorized Participant is subject to the requirements of the USA PATRIOT Patriot Act, or, to the extent an Authorized Participant is not subject to the Patriot Act, it has policies, procedures and internal controls in place that are substantially similar to those required under the Patriot Act. (e) It has the capability to send and receive communications via authenticated electronic facilities to and from the applicable Trustee and the Administrative Agent. Such Authorized Participant shall confirm such capability to the satisfaction of the applicable Trustee and the Administrative Agent by the end of the Business Day before placing its first Order (as set forth in Section 3 or 4, as applicable) with the Administrative Agent.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Distributor and the Managing Owner of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will shall comply with all applicable United States federal laws, including without limitation, the prospectus delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), and will shall not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) The Authorized Participant understands and acknowledges that the proposed method by which Baskets will be created and traded may raise certain issues under applicable securities laws. The Authorized Participant understands and acknowledges that, for example, because new Shares can be created and issued on an ongoing basis, at any point during the life of a Trust, a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner that would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” section of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting an order for the creation of Basket(s) on a Creation/Redemption Order Form. (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (de) The Authorized Participant further represents that its anti-money laundering program (“AML Program”) is in maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under Section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and related provisions suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Patriot Act”), and (ix) allows for appropriate regulators to examine its anti-money laundering books and records. The Distributor shall verify the regulations promulgated thereunder, if identity of each Authorized Person (as hereinafter defined) of the Authorized Participant is subject to and maintain identification verification and transactional records of the Authorized Persons in accordance with the requirements of the USA PATRIOT Actapplicable laws and regulations.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Creation Orders or Redemption Orders of Creation Baskets or Redemption Baskets, respectively, of any Fund (i) through the CNS Clearing Process, it is a member of the NSCC and an authorized participant in the CNS System of NSCC (a “Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a participant of DTC (as such a participant, a “DTC Participant”). If Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate notice to the Managing Owner of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The In connection with the purchase or redemption of Baskets and any related offers or sales of Shares, the Authorized Participant will maintain any such registrations, qualifications and membership in good standing and standing, or, if applicable, exempt status, in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable U.S. federal laws, including including, without limitation, the prospectus delivery requirements of Section 5 of the 1933 Act and all those applicable rules of the SECto securities and commodities transactions, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, FINRA By-Laws and Laws, FINRA Conduct Rules of the and NASD Conduct Rules (or with comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently renamed, repealed, rescinded, or are otherwise replaced by FINRA Conduct Rules) if it is a NASD FINRA member), to the extent the foregoing relates to the Authorized Participant’s transactions in and activities with respect to Shares. The Authorized Participant will not directly or indirectly offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) The Authorized Participant understands and acknowledges that the proposed method by which Baskets will be created and traded may raise certain issues under applicable securities laws. The Authorized Participant understands and acknowledges that, for example, because new Shares can be created and issued on an ongoing basis, at any point during the valid existence of the Trust, a “distribution,” as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below). (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b2(a)(ii) above, the Authorized Participant will will, in connection with such offers and sales, (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure prospectus delivery and other requirements of the 1933 ActAct and the Commodities Exchange Act (the “CEA”), and the applicable regulations promulgated thereunderthereunder by the SEC, Commodity Futures Trading Commission (“CFTC”) and National Futures Association (“NFA”), and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules (or with comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently renamed, repealed, rescinded, or are otherwise replaced by FINRA Conduct Rules), to the extent the foregoing relates to the Authorized Participants transactions in, and activities with respect to, Shares. (de) The Authorized Participant is in compliance with the applicable anti-money laundering laws and related regulations, including applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if and has established and presently maintains policies and procedures requiring the Authorized Participant to obtain and verify information about the identity of the Authorized Participant’s customers and which are reasonably designed to ensure that the Authorized Participant is subject not being used as a conduit for money laundering or other illicit purposes; and the Authorized Participant has verified the identity of each of the Authorized Participant’s customers and made reasonable inquiries regarding the source of funds credited to such customer’s account, and to the best of the its knowledge, no transaction through any such account is prohibited by applicable law, regulation or rule. (f) The Authorized Participant acknowledges that in addition to satisfying the prospectus delivery and disclosure requirements of the USA PATRIOT 1933 Act, it and any other participant in the distribution of the Shares purchased by the Authorized Participant may have an obligation to comply with the prospectus delivery requirements under the CEA. The Managing Owner agrees that if it becomes aware of any new delivery or disclosure requirement under the 1933 Act or the CEA relating to Shares, other than the current obligation to deliver the Prospectus, it shall use reasonable efforts to advise the Authorized Participant of such requirement(s). (g) The Authorized Participant agrees not to enforce against the Trust and Managing Owner any patent rights with respect to the business of the Trust. For avoidance of doubt, this provision will only be effective during time periods in which the Agreement is in effect and shall not survive termination thereof.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the Continuous Net Settlement (“CNS”) Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such a participantdefined in the Fund's Prospectus, a “"Participating Party"), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund's Prospectus, a "DTC Participant”"). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto ("Execution of Orders"). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Trust and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended amended, (“1934 Act”)ii) is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of and the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)to the extent the foregoing relates to the Authorized Participant’s transactions in, and activities with respect to, Shares, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act, ") and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD Conduct RulesRules to the extent the foregoing relates to the Authorized Participant’s transactions in, and activities with respect to, Shares. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the "Program") reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and to the best of its knowledge the Authorized Participant is in compliance with the Program and all anti-money laundering laws, regulations and related rules, including applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “"USA PATRIOT ACT"). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trust on an ongoing basis, at any point a "distribution", as such term is used in the 1933 Act”), may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order. The Authorized Participant also understands and acknowledges that dealers who are not "underwriters" but are participating in the distribution of Shares are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor and the Custodian prior to placing its first Order with the Distributor (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Company and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that it, unless Section 1(c) is applicable, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (the “FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Company in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Company in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Company on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor and the Custodian prior to placing its first Order with the Transfer Agent (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Trust and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the change. The Authorized Participant ceased may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to be a DTC Participantthe procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). In the event Authorized Participant utilizes the Distributor’s electronic interface for Order entry, the Participant agrees to the terms and conditions set forth in Annex VI hereto. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 as well as the executive orders and regulations promulgated by the Office of Foreign Asset Control. (e) The Authorized Participant understands and acknowledges that the method by which Creation Units will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units may be issued and sold by the Trust on an ongoing basis, at any point a “distribution”, as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “USA PATRIOT ActContinuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Trust’s Custodian, the Subcustodian (in the case of Funds with foreign securities “International Funds”), ) and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements reasonable satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first Purchase or Redemption Order with the Distributor.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Trustee of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD FINRA (if it is a NASD FINRA member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “USA PATRIOT Act”)2001, and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT ActACT. (e) The Authorized Participant shall establish with the Custodian (if the Custodian is HSBC) or with any Gold clearing bank of London Precious Metals Clearing Limited (“LPMCL”) (the “Participant’s Custodian”), in London or at such other location as the Sponsor and the Trustee agree, an account in relation to Gold which shall be maintained on an Unallocated Basis (the “Participant Unallocated Account”). Additionally, if the Custodian is HSBC, the Participant Unallocated Account shall be used only to effect transactions between the Authorized Participant and the Trust and shall be in addition to any separate Gold account maintained for the Authorized Participant on an Unallocated Basis by the Participant’s Custodian. If the Custodian is HSBC, (i) the Participant Unallocated Account shall be established and maintained pursuant to a Participant Unallocated Bullion Account Agreement with the Participant’s Custodian in the form attached to this Agreement as Attachment B, as the same may be amended from time to time, and (ii), if the Authorized Participant does not already have a Gold account maintained for it on an Unallocated Basis by the Participant’s Custodian (separate from the Participant Unallocated Account), the Authorized Participant must establish such an account, which shall be established and maintained pursuant to such agreement as it and the Participant’s Custodian shall agree. If the Custodian is JPM, tThe Participant Unallocated Account shall be established and maintained pursuant to such agreement as the Authorized Participant and the Participant’s Custodian shall agree (the “Clearing Bank Unallocated Account Agreement”). (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Trustee, the Custodian and the Participant’s Custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Custodian by the end of the Business Day before placing its first order with the Trustee (whether such order is to create or to redeem Baskets). If required by the Custodian with respect to authorized telecommunications by telephonic facsimile , (i) if the Custodian is HSBC, the Authorized Participant shall enter into a separate agreement with the Custodian indemnifying the Custodian with respect to the Authorized Participant’s communications by telephonic facsimile, substantially in the form attached as Attachment BC, as the same may be amended from time to time, and (ii) if the Custodian is JPM, the Authorized Participant shall enter into any agreement concerning communications by telephonic facsimile as the Participant’s Custodian may require.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Units of the Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annexes I, I-A, I-B and I-C hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participantshall terminate this Agreement, and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Fund and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that it, unless Section 1(c) is applicable, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply agrees to comply, in all material respects, with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, concerned and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD National Association of Securities Dealers (if it is a NASD memberthe “NASD”), and that it will not knowingly offer or sell Shares Units of the Fund in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares Units of the Fund in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, and (iii) to conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Units of the Fund will be created and traded may raise certain issues under applicable securities laws. For example, because new Units may be issued and sold by the Fund on an on-going basis, at any point a "distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that sonic activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering Period” section of the Prospectus and consult with its own counsel in connection with entering into this Agreement and placing an order. The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in the Units, whether or not participating in the distribution of the Units, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from (i) the Distributor, ) (ii) The Bank of New York acting in its capacity as the Fund’s transfer agent, and the regulations promulgated thereunder, if (iii) the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor and the Transfer Agent prior to placing its first order with the Fund acting through its agent, the Transfer Agent (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “"DTC Participant”"). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“"1934 Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “"USA PATRIOT Act”"), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Trust and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trust on an ongoing basis, at any point a “distribution”, as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, the Subcustodian (in the case of International Funds) and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first Order with the BNY ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such a participantdefined in the Fund's Prospectus, a “"Participating Party"), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund's Prospectus, a "DTC Participant”"). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto ("Execution of Orders"). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Company and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that it, unless Section 1(c) is applicable, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended amended, (“1934 Act”)ii) is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of and the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)NASD, and that it will not offer or sell Shares of any Fund of the Company in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Company in jurisdictions outside the several states, territories and possessions of the United States ("US") and is not otherwise required to be registered, qualified qualified, or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act, ") and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the "Program") reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act.rules now or

Status of Authorized Participant. The Each Authorized Participant represents Participant, individually and severally, represents, warrants and covenants the followingthat: (a) The Authorized Participant It is a participant of DTC (as such a participant, a “DTC Participant or an Indirect Participant”). If the Authorized Participant it ceases to be a DTC Participant or an Indirect Participant, the such Authorized Participant shall give immediate notice to the Managing Owner applicable Trustees, the applicable Depositors and the Administrative Agent of such event, and this Agreement all Participants Agreements to which such Authorized Participant is a party shall terminate immediately (with respect to that Authorized Participant only) as of the date the such Authorized Participant ceased ceases to be a DTC Participant or an Indirect Participant. (b) Unless Section 2(c) applies, the Authorized Participant it either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Such Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreementeach Participants Agreement to which it is a party. The Such Authorized Participant will shall comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD FINRA (if it is a NASD FINRA member), and will not offer or sell Shares MacroShares in any state or other jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant it is offering or selling Shares MacroShares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the such Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, Securities Act and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant It is in compliance with the anti-money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Patriot Act”), ) and the regulations promulgated thereunder, if the such Authorized Participant is subject to the requirements of the USA PATRIOT Patriot Act, or, to the extent an Authorized Participant is not subject to the Patriot Act, it has policies, procedures and internal controls in place that are substantially similar to those required under the Patriot Act. (e) It has the capability to send and receive communications via authenticated electronic facilities to and from the applicable Trustee and the Administrative Agent. Such Authorized Participant shall confirm such capability to the satisfaction of the applicable Trustee and the Administrative Agent by the end of the Business Day before placing its first Order (as set forth in Section 3 or 4, as applicable) with the Administrative Agent.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Company and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that it, unless Section 1(c) is applicable, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will is a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”). The Authorized Participant agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Company in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Company in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the 1933 Act, Act and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the regulations promulgated thereunderCompany on an ongoing basis, if at any point a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the Statement of Additional Information (the “SAI”) and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributorand the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor and its custodian prior to placing its first Order with the ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Trustee of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD FINRA (if it is a NASD FINRA member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “USA PATRIOT Act”)2001, and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT ActACT. (e) The Authorized Participant shall establish with the Custodian (if the Custodian is HSBC) or with any Gold clearing bank of London Precious Metals Clearing Limited (“LPMCL”) (if the Custodian is JPM) (the “Participant’s Custodian”), in London or at such other location as the Sponsor and the Trustee agree, an account in relation to Gold which shall be maintained on an Unallocated Basis (the “Participant Unallocated Account”). Additionally, if the Custodian is HSBC, the Participant Unallocated Account shall be used only to effect transactions between the Authorized Participant and the Trust and shall be in addition to any separate Gold account maintained for the Authorized Participant on an Unallocated Basis by the Participant’s Custodian. If the Custodian is HSBC, (i) the Participant Unallocated Account shall be established and maintained pursuant to a Participant Unallocated Bullion Account Agreement with the Participant’s Custodian in the form attached to this Agreement as Attachment B, as the same may be amended from time to time, and (ii), if the Authorized Participant does not already have a Gold account maintained for it on an Unallocated Basis by the Participant’s Custodian (separate from the Participant Unallocated Account), the Authorized Participant must establish such an account, which shall be established and maintained pursuant to such agreement as it and the Participant’s Custodian shall agree. If the Custodian is JPM, the Participant Unallocated Account shall be established and maintained pursuant to such agreement as the Authorized Participant and the Participant’s Custodian shall agree (the “Clearing Bank Unallocated Account Agreement”).. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Trustee, the Custodian and the Participant’s Custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Custodian by the end of the Business Day before placing its first order with the Trustee (whether such order is to create or to redeem Baskets). If required by the Custodian with respect to authorized telecommunications by telephonic facsimile , (i) if the Custodian is HSBC, the Authorized Participant shall enter into a separate agreement with the Custodian indemnifying the Custodian with respect to the Authorized Participant’s communications by telephonic facsimile, substantially in the form attached as Attachment C, as the same may be amended from time to time, and (ii) if the Custodian is JPM, the Authorized Participant shall enter into any agreement concerning communications by telephonic facsimile as the Participant’s Custodian may require.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “"DTC Participant”"). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Trustee of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal Federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “USA PATRIOT Act”)2001, and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT ActACT. (e) With respect to the transfers of Gold contemplated by this Agreement, the Authorized Participant shall establish with the Participant's Custodian in London or at such other location as the Sponsor and the Trustee agree an account in relation to Gold which shall be maintained on an Unallocated Basis (the "Participant Unallocated Account"), which shall be used only to effect transactions between the Authorized Participant and the Trust and which shall be in addition to any separate Gold account maintained for the Authorized Participant on an Unallocated Basis by the Participant's Custodian. The Participant Unallocated Account shall be established and maintained pursuant to a Participant Unallocated Bullion Account Agreement with the Participant's Custodian in the form attached to this Agreement as Attachment B, as the same may be amended pursuant to this Agreement. In addition, if the Authorized Participant does not already have a Gold account maintained for it on an Unallocated Basis by the Participant's Custodian (separate from the Participant Unallocated Account), the Authorized Participant must establish such an account, which shall be established and maintained pursuant to such agreement as it and the Participant's Custodian shall agree. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Trustee, the Custodian and the Participant's Custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Custodian by the end of the Business Day before placing its first order with the Trustee (whether such order is to create or to redeem Shares). If required by the Trustee or the Custodian with respect to authorized telecommunications by telephonic facsimile, the Authorized Participant shall enter into a separate agreement with such Trustee or Custodian indemnifying such party with respect to its communications by telephonic facsimile, substantially in the form attached as Attachment C, as the same may be amended from time to time.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Sponsor and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and standing, or, if applicable, exempt status, in full force and effect throughout the term of this Agreement. The Authorized Participant will shall comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act laws and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, FINRA’s Constitution and By-Laws and the Conduct Rules of FINRA (the NASD (“FINRA Conduct Rules”), if it is a NASD FINRA member), and will shall not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) The Authorized Participant understands and acknowledges that the proposed method by which Baskets will be created and traded may raise certain issues under applicable securities laws. For example, because new Shares can be created and issued on an ongoing basis, depending upon the facts and circumstances, at any point during the life of the Trust, a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant is cautioned that, depending on the circumstances and under certain possible interpretations of applicable law, some of its activities may be deemed participation in a distribution in a manner that would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” section of the Registration Statement and consult with its own counsel in connection with entering into this Agreement and submitting an order for the creation of Basket(s) on a Creation/Redemption Order Form (as defined below). (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (de) The Authorized Participant further represents that its anti-money laundering program (“AML Program”) is in maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements rules under Section 326 of the USA PATRIOT Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate prompt notice to the Managing Owner Sponsor and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and standing, or, if applicable, exempt status, in full force and effect throughout the term of this Agreement. The Authorized Participant will shall comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act laws and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, FINRA’s Constitution and By-Laws and the Conduct Rules of FINRA (the NASD (“FINRA Conduct Rules”), if it is a NASD FINRA member), and will shall not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. A “Liquidity Provider,” where applicable, shall mean a third party selected by the Sponsor who (1) is not the Authorized Participant and (2) will not be acting as an agent, nor at the direction, of the Authorized Participant with respect to the delivery of Ether to the Trust or receipt of Ether from the Trust. (c) The Authorized Participant understands and acknowledges that the proposed method by which Xxxxxxx will be created and traded may raise certain issues under applicable securities laws. For example, because new Shares can be created and issued on an ongoing basis, depending upon the facts and circumstances, at any point during the life of the Trust, a “distribution,” as such term is defined in Regulation M promulgated under the 1934 Act, may be occurring. The Authorized Participant is cautioned that, depending on the circumstances and under certain possible interpretations of applicable law, some of its activities may be deemed participation in a distribution in a manner that would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” section of the Registration Statement and consult with its own counsel in connection with entering into this Agreement and submitting an order for the creation of Basket(s) on a Creation/Redemption Order Form (as defined below). (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (de) [Reserved.] (f) The anti-money laundering program (“AML Program”) of the Authorized Participant is maintained in compliance with all applicable federal laws, rules and regulations, including the money laundering and related provisions of the Uniting United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 2001, as amended (the “USA PATRIOT Patriot Act”), U.S. Bank Secrecy Act, as amended (“BSA”), the U.S. Money Laundering Control Act of 1986, as amended, and applicable rules and regulations promulgated by the SEC, FINRA, and the U.S. Treasury Financial Crimes Enforcement Network (“FinCEN”) in connection therewith (together, “AML Laws”), and that its AML Program, at a minimum, (i) complies with applicable law, (ii) designates a compliance officer to administer and oversee the AML Program, (iii) provides ongoing employee training, (iv) includes an independent audit function to test the effectiveness of the AML Program, (v) establishes internal policies, procedures, and controls that are tailored to its particular business, (vi) includes a customer identification program consistent with the rules under Section 326 of the USA Patriot Act, and procedures for verifying the beneficial ownership of legal entity customers, (vii) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (viii) provides for screening all new and existing customers and counterparties against suspicious activity reports, (ix) provides for screening all new and existing customers and counterparties against the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) list, including any Ether addresses listed therein, and any other government list that is or becomes required under the USA Patriot Act, and (xi) complies with applicable recordkeeping and record retention requirements, and allows for appropriate regulators to examine its anti-money laundering books and records. (g) The Authorized Participant has formed a reasonable belief as to the identities of and has conducted all necessary due diligence with respect to its customers and any counterparties from whom it obtained the cash being transferred. (h) The Authorized Participant does not know or have any reason to suspect, based on reasonable inquiry, that any part of the cash being transferred was derived from, or associated with, unlawful or criminal activities. The Authorized Participant, and its owners and controllers, are not (a) the target of any economic, financial or trade sanctions or embargoes, export controls or other restrictive measures imposed by, or on any list of prohibited individuals or entities enacted or promulgated by, the United States of America (including those administered by OFAC), the European Union, any member state of the European Union, the United Kingdom or the United Nations (the “Sanctions”), or (b) located, organized or resident in a country or territory with which dealings are broadly restricted, embargoed or prohibited by any Sanctions (as of the date hereof, Crimea, Cuba, Iran, North Korea and Syria, and certain other territories) (any such country, territory, entity or individual described in this subsection (i), a “Sanctioned Party”). (i) The Authorized Participant does not know or have any reason to suspect that (a) any part of the cash it is transferring (if applicable) is or will be derived from, held for the benefit of, or related in any way to transactions with or on behalf of, any Sanctioned Party, and (b) any Sanctioned Party has or will have any legal or beneficial interest in the Authorized Participant or such cash. The Authorized Participant is in material compliance, and has instituted reasonable policies and procedures to comply, with Sanctions laws and regulations promulgated thereunderand prevent transactions with Sanctioned Parties. (j) The Authorized Participant hereby represents, if covenants and warrants that it has all requisite authority, whether arising under applicable federal or state law, the rules and regulations of any self-regulatory organization to which it is subject, or its certificate of incorporation, formation or limited liability company operating agreement or other organizational document, as the case may be, to enter into this Agreement and to discharge the duties and obligations apportioned to it in accordance with the terms hereof. (k) The Authorized Participant hereby represents, covenants and warrants that there are no actions, grievances, proceedings (including, without limitation, arbitration proceedings), orders, investigations, inquiries or claims pending, or to the Authorized Participant’s knowledge, threatened against or affecting it or any employee (in his or her capacity as such), that would affect the Authorized Participant’s ability to fulfill its obligations hereunder. (l) The Authorized Participant, does conduct and intends to continue to conduct its business in material compliance with all applicable laws and regulations, and has obtained all regulatory licenses, approvals, authorizations and consents necessary to carry on its business as now conducted, including, without limitation, any money transmitter license or license to engage in virtual currency business activity that it is required to obtain under any state laws to which the Authorized Participant is subject subject, if any. (m) To the extent Baskets are issued in exchange for cash, the Authorized Participant owns all cash being transferred by it free and clear of any and all liens, claims, security interests and encumbrances of any kind, it has all rights, title and interest in and to such cash, and it has the power to transfer such cash to the requirements Trust. For the avoidance of doubt, the USA PATRIOT Actterm “cash” when used throughout this agreement shall mean U.S. dollars.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Distributor and the Sponsor of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will shall comply with all applicable United States federal laws, including without limitation, the prospectus delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), and will shall not offer or sell Shares directly or indirectly in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) The Authorized Participant understands and acknowledges that the proposed method by which Baskets will be created and traded may raise certain issues under applicable securities laws. The Authorized Participant understands and acknowledges that, for example, because new Shares can be created and issued on an ongoing basis, at any point during the life of a Trust, a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner that would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Plan of Distribution” section of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting an order for the creation of Basket(s) on a Creation/Redemption Order Form. In addition to satisfying the prospectus delivery and disclosure requirements of the 1933 Act, the Authorized Participant and any other participant in the distribution of the Shares purchased by the Authorized Participant also has the obligation to comply with the disclosure delivery requirements under the CEA. To the extent the Authorized Participant has distributed a preliminary Prospectus to prospective investors, if the Authorized Participant has been notified by the Sponsor of material changes made to that document as compared to the final Prospectus, the Authorized Participant shall give notice to any prospective investor who received the preliminary Prospectus of such material change prior to consummating a sale. (d) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) aboveStates, the Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 ActAct and the Commodity Exchange Act (“CEA”), and the regulations promulgated thereunder, and (iii) if the Authorized Participant is not otherwise required to be registered, qualified, or a member of FINRA as set forth in Section 2(b) above, it shall conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (de) The Authorized Participant further represents that its anti-money laundering program (“AML Program”) is in maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under Section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and related provisions suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Patriot Act”), and (ix) allows for appropriate regulators to examine its anti-money laundering books and records. The Distributor shall verify the regulations promulgated thereunder, if identity of each Authorized Person (as hereinafter defined) of the Authorized Participant is subject to and maintain identification verification and transactional records of the Authorized Persons in accordance with the requirements of the USA PATRIOT Actapplicable laws and regulations.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Company and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended amended, (“1934 Act”)ii) is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of and the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)NASD, and that it will not offer or sell Shares of any Fund of the Company in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Company in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Company on an ongoing basis, at any point a “distribution”, as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, the Subcustodian (in the case of International Funds) and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first Order with the BNY ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to purchase orders or redemption orders of Creation Units of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund's Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund's Prospectus, a “DTC Participant”). If The Authorized Participant may place purchase orders or redemption orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Trust of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares Creation Units of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares Creation Units of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act”) and of the Investment Company Act of 1940, as amended (the “1940 Act”) and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units may be issued and sold by the Trust on an ongoing basis, at any point a “distribution”, as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Creation Units, whether or not participating in the distribution of Creation Units, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Administrator and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor, the Administrator and the custodian prior to placing its first order (whether it is a purchase order or a redemption order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of the Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Company and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that it, unless Section 1(c) is applicable, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended amended, (“1934 Act”)ii) is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of and the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)NASD, and that it will not offer or sell Shares of the Fund in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of the Fund in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Company on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor and the Custodian prior to placing its first Order with the BNY ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such a participantdefined in the Fund's Prospectus, a “"Participating Party"), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund's Prospectus, a "DTC Participant”"). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and AP Handbook hereto ("Execution of Orders"). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Trust and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“the "1934 Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority, Inc. ("FINRA"), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States ("US") and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees to (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act, ") and the regulations promulgated thereunder, thereunder and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the "Program") reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 as well as the executive orders and regulations promulgated by the Office of Foreign Asset Control. (e) The Authorized Participant understands and acknowledges that: (i) the “USA PATRIOT method by which Creation Units will be created and traded may raise certain issues under applicable securities laws because new Creation Units of Shares may be issued and sold by a Fund on an ongoing basis, a "distribution", as such term is used in the 1933 Act”), may occur at any point; (ii) some activities on its part, depending on the circumstances, may result in it being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act; and (iii) dealers who are not "underwriters," but who effect transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant represents that it has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, the Subcustodian (in the case of funds with foreign securities "International Funds") and the regulations promulgated thereunder, if the Authorized Participant's custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first Order with the Transfer Agent (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a Depository Trust Company (“DTC”) participant (a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex I hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt, but in any event within 5 days, written notice to the Managing Owner Distributor, the Trust and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that it, unless Section 1(c) is applicable: (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”)amended, or it is exempt from, or it is otherwise not required to be licensed as, a broker-dealer, (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, as required under all applicable laws, rules and regulations in the nature of its business so requires. The states or other jurisdictions in which the Authorized Participant conducts its activities, or it is otherwise exempt, (iii) it is a Qualified Institutional Buyer, as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “1933 Act”) and (iv) is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concernedin which it conducts business, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees: (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure and other requirements of the 1933 Act, Act and the regulations promulgated thereunderthereunder as they relate to offers, offers to sell, offers to buy, sales and purchases of the Funds’ Shares and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains, and will continue to maintain throughout the term of this Agreement, an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the regulations promulgated thereunderTrust on an ongoing basis, if at any point a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the Prospectus and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) In addition to the foregoing, the Authorized Participant is subject represents, covenants and warrants that it will maintain such registrations, licenses, qualifications, and memberships in good standing and in full force and effect throughout the term of this Agreement as may be necessary or appropriate to the requirements of the USA PATRIOT Act.perform this Agreement;

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act. (e) The Authorized Participant hereby covenants and agrees, with respect to each party for which the Authorized Participant is acting (whether such party is a customer or otherwise) in connection with the creation of a Basket and to whom the Authorized Participant delivers a Prospectus (each a “Prospective Participant”), that the Authorized Participant shall obtain from such Prospective Participant an acknowledgement from such Prospective Participant of receipt of such Prospectus in accordance with Commodity Futures Trading Commission Regulation 4.21(b), to the extent applicable, prior to the submission of any Purchase Order Subscription Agreement in respect of such Basket.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Company and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that it, unless Section 1(c) is applicable, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (the “FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Company in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Company in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ActACT”). (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Company on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor and the Custodian prior to placing its first Order with the ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in each Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participantshall terminate this Agreement, and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Company and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or amended; (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business; and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable U.S. federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares of any Fund of the Company in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Company in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, ; (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder, ; and (iii) to conduct its business in accordance with the spirit of the NASD Conduct Rules (or of comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently repealed, rescinded or otherwise replaced by FINRA Conduct Rules). (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 2001. (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Company on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “USA PATRIOT Act”Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the (i) Distributor, (ii) the Custodian (as defined below in Section 5 hereof), (iii) the Subcustodian (as defined below in Section 5 hereof) in the case of International Funds (see Section 7(b) below), and the regulations promulgated thereunder, if (iv) the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first order with the BNYM ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) [The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner Administrator of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant.] (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASDFINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business obligations under this Agreement so requires. The In connection with the purchase or redemption of Creation Units and any related offers or sales of Shares, the Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply in all material aspects with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (FINRA, if it is a NASD FINRA member), to the extent the foregoing relates to and are applicable to the Authorized Participant’s transactions in and activities with respect to, Shares, and that it will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will will, in connection with such offers and sales, (i) observe comply in all material respects with the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure prospectus delivery requirements of the 1933 Act, and the regulations promulgated thereunderthereunder applicable to it, and (iii) conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules, to the extent the foregoing relates to and is applicable to the Authorized Participant’s transactions in, and activities with respect to, Shares. (d) The Authorized Participant is has policies, procedures, and internal controls in compliance place that are reasonably designed to comply with the applicable anti-money laundering laws and related regulations, including applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act. (e) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Administrator and a Fund’s custodian (“Custodian”). The Authorized Participant shall confirm such capability to the satisfaction of the Administrator and the applicable Custodian by the end of the Business Day before placing its first order with the Administrator (whether such order is to create or to redeem Creation Units). (f) The Authorized Participant acknowledges and agrees that it shall inform any party for which it is acting (whether such party is a customer or otherwise) that a disclosure document satisfying the requirements under the Commodity Exchange Act is available on each Fund’s website and provide such party with the Fund’s website address.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such a participantdefined in the Fund's Prospectus, a “"Participating Party"), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund's Prospectus, a "DTC Participant”"). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto ("Execution of Orders"). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Company and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that it, unless Section 1(c) is applicable, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended amended, (“1934 Act”)ii) is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of and the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)NASD, and that it will not offer or sell Shares of any Fund of the Company in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Company in jurisdictions outside the several states, territories and possessions of the United States ("US") and is not otherwise required to be registered, qualified qualified, or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act, ") and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant is in compliance with the represents, covenants and warrants that it has established and presently maintains an anti-money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 program (the “USA PATRIOT Act”"Program"), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS System of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participant, shall terminate this Agreement and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor, the Trust and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”)amended, and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable United States federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)FINRA, and that it will not offer or sell Shares shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act, ”) and the regulations promulgated thereunder, thereunder and (iii) to conduct its business in accordance with the spirit of the NASD FINRA Conduct Rules. (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 2001. (e) The Authorized Participant understands and acknowledges that the method by which Creation Units will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units may be issued and sold by the Trust on an ongoing basis, at any point a “distribution”, as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “USA PATRIOT ActContinuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in shares, whether or not participating in the distribution of shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, the Custodian, the Subcustodian (in the case of funds with foreign securities “International Funds”), ) and the regulations promulgated thereunder, if the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first Order with the BBH ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a participant member of DTC NSCC and an Authorized Participant in the CNS system of NSCC (as such defined in the Fund’s Prospectus, a participant“Participating Party”), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Fund’s Prospectus, a “DTC Participant”). If The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (“Execution of Orders”). Any change in the foregoing status of the Authorized Participant ceases to be a DTC Participantshall terminate this Agreement, and the Authorized Participant shall give immediate prompt written notice to the Managing Owner Distributor and the Transfer Agent of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participantchange. (b) Unless Section 2(c) applies, the The Authorized Participant either hereby represents and warrants that, unless the following paragraph is applicable to it, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or amended; (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business; and (iii) is a member in good standing of the nature of its business so requires. The Financial Industry Regulatory Authority, Inc. (“FINRA”), and the Authorized Participant agrees that it will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will agrees to comply with all applicable U.S. federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, thereunder and with the FINRA’s Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member)Rules, and that it will not offer or sell Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified qualified, or a member of the NASD FINRA as set forth in Section 2(b) above, the Authorized Participant will nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, ; (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder, ; and (iii) to conduct its business in accordance with the spirit of the NASD Conduct Rules (or of comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently repealed, rescinded or otherwise replaced by FINRA Conduct Rules). (d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities and is in compliance with the Program and all anti-money laundering laws, regulations and related provisions of rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 2001. (e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trust on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the “USA PATRIOT Act”Continuous Offering” section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an order. The Authorized Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. (f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Distributor, (ii) the Custodian (as defined below in Section 5 hereof), (iii) the Subcustodian (as defined below in Section 5 hereof) in the case of International Funds (see Section 7(b) below), and the regulations promulgated thereunder, if (iv) the Authorized Participant’s custodian. The Authorized Participant is subject shall confirm such capability to the requirements satisfaction of the USA PATRIOT ActDistributor, the Custodian and the Subcustodian prior to placing its first order with the BNY ETF Administrator (whether it is a Purchase Order or a Redemption Order).

Status of Authorized Participant. The Each Authorized Participant Participant, individually and severally, represents and warrants and covenants the following: (a) The Authorized Participant It is a participant of DTC (as such a participant, a “DTC Participant or an Indirect Participant”). If the Authorized Participant it ceases to be a DTC Participant or an Indirect Participant, the such Authorized Participant shall give immediate notice to the Managing Owner Trustee, the Depositor and the Administrative Agent of such event, and this Participants Agreement shall terminate immediately (with respect to that Authorized Participant only) as of the date the such Authorized Participant ceased ceases to be a DTC Participant or Indirect Participant. (b) Unless Section 2(c) applies, the Authorized Participant it either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 the "Exchange Act”"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “"NASD”"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Such Authorized Participant will shall maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Participants Agreement. The Such Authorized Participant will shall comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Holding Shares or Tradeable Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant it is offering or selling Holding Shares or Tradeable Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the such Authorized Participant will shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, Securities Act and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant It is in compliance with the anti-money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT "Patriot Act”), ") and the regulations promulgated thereunder, if the such Authorized Participant is subject to the requirements of the USA PATRIOT Patriot Act. (e) It has the capability to send and receive communications via authenticated electronic facilities to and from the Trustee and the Administrative Agent. Such Authorized Participant shall confirm such capability to the satisfaction of the Trustee and the Administrative Agent by the end of the Business Day before placing its first Order (as defined in Sections 3, 4 and 5, as applicable) with the Administrative Agent. (f) Each Authorized Participant, by its acquisition or holding of any Paired Holding Share, is deemed to have represented and warranted that it is not, and is not using assets of, any (i) "employee benefit plan" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, "ERISA"), whether or not subject to Title I of ERISA, including without limitation governmental plans, foreign pension plans and church plans, (ii) "plan" (as defined in section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, (the "Code"), whether or not subject to section 4975 of the Code), including without limitation individual retirement accounts and Keogh plans, or (iii) entity whose underlying assets include plan assexx xx reason of such an employee benefit plan's or plan's investment in such entity, including without limitation, as applicable, an insurance company general account, (each of (i), (ii) and (iii), a "Benefit Plan Investor"). Any purported purchase or transfer of an up-macro holding share to a Benefit Plan Investor shall be null and void ab initio.

Status of Authorized Participant. The Authorized Participant represents and warrants and covenants the following: (a) The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Managing Owner of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant. (b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of the NASD, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. The Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, including without limitation, the delivery requirements of Section 5 of the 1933 Securities Act of 1933, as amended, and all applicable rules of the SECSecurities and Exchange Commission, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member), and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. (c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of the NASD as set forth in Section 2(b) above, the Authorized Participant will (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the NASD Conduct Rules. (d) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act. (e) The Authorized Participant hereby covenants and agrees, with respect to each party for which the Authorized Participant is acting (whether such party is a customer or otherwise) in connection with the creation of a Basket and to whom the Authorized Participant delivers a Prospectus (each a “Prospective Participant”), that the Authorized Participant shall obtain from such Prospective Participant an acknowledgement from such Prospective Participant of receipt of such Prospectus in accordance with Commodity Futures Trading Commission Regulation 4.21(b), to the extent applicable, prior to the submission of any Purchase Order Subscription Agreement in respect of such Basket.