DISTRIBUTION SERVICES AGREEMENTDistribution Services Agreement • September 12th, 2008 • AirShares(TM) EU Carbon Allowances Fund • Commodity contracts brokers & dealers • Colorado
THIS DISTRIBUTION SERVICES AGREEMENT (the “Agreement”) is made and entered into effective the 6th day of August, 2008 (the “Effective Date”) by and among AirShares™ EU Carbon Allowances Fund, a Delaware statutory trust (the “Fund”), ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the “Distributor”), and XShares Advisors, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms that are used but are not defined herein shall have the same meanings ascribed to them in the Fund’s Prospectus included in its Registration Statement on Form S-1 (Registration No. 333-145448), as such Prospectus may be amended or supplemented from time to time.
CUSTODIAN AGREEMENTCustodian Agreement • September 12th, 2008 • AirShares(TM) EU Carbon Allowances Fund • Commodity contracts brokers & dealers • New York
THIS AGREEMENT, dated as of April 8, 2008, between AIRSHARES™ EU CARBON ALLOWANCES FUND, a commodity pool formed as a Delaware statutory trust with a principal office at 420 Lexington Avenue, New York, New York 10170 (the Company), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian),
FORM OF AUTHORIZED PARTICIPANT AGREEMENT FOR AIRSHARES™ EU CARBON ALLOWANCES FUNDAuthorized Participant Agreement • September 12th, 2008 • AirShares(TM) EU Carbon Allowances Fund • Commodity contracts brokers & dealers • New York
This Authorized Participant Agreement for AirShares™ EU Carbon Allowances Fund (this "Agreement") is entered into by and among the AirShares™ EU Carbon Allowances Fund (the "Fund"), XShares Advisors LLC, a Delaware limited liability company, sole sponsor of the Fund (the "Sponsor"), ALPS Distributors, Inc. (the "Distributor") and [Insert Name of Authorized Participant] (the "Authorized Participant") and is subject to acceptance by Brown Brothers Harriman & Co. (the "Administrator", "Custodian" and "Transfer Agent"). Brown Brothers Harriman & Co. serves as an agent for the Fund.
FORM OF AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF AIRSHARES™ EU CARBON ALLOWANCES FUND Dated as of September 10, 2008 By and Among XSHARES ADVISORS LLC, as Sponsor WILMINGTON TRUST COMPANY as Trustee and THE SHAREHOLDERS from...Declaration of Trust and Trust Agreement • September 12th, 2008 • AirShares(TM) EU Carbon Allowances Fund • Commodity contracts brokers & dealers • Delaware
This AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of AIRSHARES™ EU CARBON ALLOWANCES FUND is made and entered into as of the 10th day of September, 2008, by and among XSHARES ADVISORS LLC, a Delaware limited liability company, as sponsor, WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.
AUTHORIZED PARTICIPANT AGREEMENT FORAuthorized Participant Agreement • August 14th, 2007 • AirShares(TM) EU Carbon Allowances Fund • New York
This Authorized Participant Agreement (the “Agreement”), dated as of , is entered into by and between ALPS Distributor, Inc. (the “Distributor”) and (the “Authorized Participant”) and is subject to acceptance by [ ] (the “Transfer Agent”). The Transfer Agent serves as the transfer agent for the AirShares™ EU Carbon Allowances Fund, a Delaware statutory trust (the “Fund” ). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Fund and XShares Advisors LLC, a Delaware limited liability company (the “Sponsor”) shall each be third party beneficiaries of this Agreement, and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Fund acting on an agency basis in connection with the sale and distribution of units of beneficial interest (sometimes referred to as “Shares”) of the Fund.
ADMINISTRATIVE AGENCY AGREEMENTAdministrative Agency Agreement • September 12th, 2008 • AirShares(TM) EU Carbon Allowances Fund • Commodity contracts brokers & dealers • New York
THIS ADMINISTRATIVE AGENCY AGREEMENT (the “Agreement”) is made as of April 8, 2008, by and among BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the “Administrator”), AIRSHARESTM EU CARBON ALLOWANCES FUND, a commodity pool formed as a Delaware statutory trust (the “Fund”), and XSHARES ADVISORS LLC, a Delaware limited liability company and the Sponsor of the Fund (the “Sponsor”).
