AUTHORIZED PARTICIPANT AGREEMENT FORAuthorized Participant Agreement • August 14th, 2007 • AirShares(TM) EU Carbon Allowances Fund • New York
Contract Type FiledAugust 14th, 2007 Company JurisdictionThis 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.