EX-4.1 DECLARATION OF TRUST AGREEMENT OF THE REGIS



 







EXHIBIT 4.1




GREENHAVEN CONTINUOUS COMMODITY INDEX MASTER FUND




DECLARATION OF TRUST

AND TRUST AGREEMENT





     THIS DECLARATION OF TRUST AND TRUST AGREEMENT (the “Trust Agreement”) of GreenHaven Continuous
Commodity Index Master Fund (the “Trust”) is made
and entered into as of the 27th day of October, 2006 and
as amended on July 29th, 2007,
by and among GreenHaven Commodity Services, LLC, a Delaware limited liability company (the
“Managing Owner”), CSC Trust Company of Delaware, a Delaware Corporation (the “Trustee”), and
GreenHaven Continuous Commodity Index Fund, a Delaware statutory trust (the “Limited Owner”).



RECITALS




     WHEREAS,
the Trust was formed on October 27, 2006, pursuant to the execution and filing by the
Trustee of the Certificate of Trust; and



     WHEREAS, the Trustee, the Managing Owner and the Limited Owner desire to set forth guidelines
regarding the operations of the Trust and certain other matters.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Trustee, the Managing Owner and the Limited Owner hereby agree as follows:



ARTICLE I  
DEFINITIONS; THE MASTER FUND




     1.1 Definitions. As used in this Trust Agreement, the following terms shall have the
following meanings unless the context otherwise requires:



     “Administrator” means any person from time-to-time performing administrative services for the
Master Fund pursuant to authority delegated by the Managing Owner.



     “Adjusted Capital Account” means, as of the last day of a taxable period, a Shareholder’s
Capital Account as maintained pursuant to Section 6.1, (a) increased by any amounts which such
Shareholder is obligated to restore pursuant to any provision of this Agreement or is deemed to be
obligated to restore pursuant to Treasury Regulation Section 1.704-2 and decreased by the amount
of all losses and deductions that, as of the end of the taxable period, are reasonably expected to
be allocated to such Shareholder in subsequent years under Sections 
704(e)(2) and 706(d) of the
Code and the amount of all distributions that, as of the end of such taxable period, are
reasonably expected to be made to such Shareholder in subsequent years in accordance with the
terms of this Agreement or otherwise to the extent they exceed offsetting increases to such
Capital Account that are reasonably expected to occur during or prior to the year in which such
distributions are reasonably expected to be made. The foregoing definition of Adjusted Capital
Account is intended to comply with the provisions of Treasury Regulation Section
1.704-l(b)(2)(ii)(d) and shall be interpreted consistently therewith.



 









 





     “Adjusted Property” means any property the adjusted basis of which has been adjusted
pursuant to Sections 6.1(a) and (b).



     “Affiliate” — An “Affiliate” of a “Person” means (i) any Person directly or indirectly
owning, controlling or holding with power to vote ten percent (10%) or more of the outstanding
voting securities of such Person, (ii) any Person ten percent (10%) or more of whose outstanding
voting securities are directly or indirectly owned, controlled or held with power to vote by such
Person, (iii) any Person, directly or indirectly, controlling, controlled by or under common
control of such Person, (iv) any employee, officer, director, member, manager or partner of such
Person, or (v) if such Person is an employee, officer, director, member, manager or partner, any
Person for which such Person acts in any such capacity.



     “Basket” means a Creation Basket or a Redemption Basket, as the context may require.



     “Book-Tax Disparity” means with respect to any item of Adjusted Property, as of the date of
any determination, the difference between the adjusted value of such property and the adjusted
basis thereof for federal income tax purposes as of such date. A Shareholder’s portion of the
Master Fund’s Book-Tax Disparities in all of its Adjusted Property will be reflected by the
difference between such Shareholder’s Capital Account balance as maintained pursuant to Section 6.1
and the hypothetical balance of such Shareholder’s Capital Account computed as if it had been
maintained strictly in accordance with federal income tax accounting principles.



     “Business Day” means a day other than Saturday, Sunday or other day when banks and/or
securities exchanges in the City of New York or the City of Wilmington are authorized or obligated
by law or executive order to close.



     “Capital Account” means the capital account maintained for a Shareholder or Transferee
pursuant to 6.1.



     “Capital Contributions” means the amounts of cash contributed to the Master Fund by a
Shareholder in accordance with Article III hereof.



     “CE Act” means the Commodity Exchange Act, as amended.



     “Certificate of Trust” means the Certificate of Trust of the Master Fund in the form attached
hereto as Exhibit “A,” filed with the Secretary of State of the State of Delaware pursuant
to Section 3810 of the Delaware Trust Statute.



     “CFTC” means the Commodity Futures Trading Commission.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Commodities” means positions in Commodity Contracts, forward contracts, foreign exchange
positions and traded physical commodities, as well as cash commodities resulting from any of the
foregoing positions.



     “Commodity Broker” means any person who engages in the business of effecting transactions in
Commodity Contracts for the account of others or for his, her or its own account.



     “Commodity Contract” means any futures contract or option thereon providing for the delivery
or receipt at a future date of a specified amount and grade of a traded commodity at a specified
price and delivery point, or any other futures contract or option thereon approved for trading for
U.S. persons.



 









 





     “Continuous Offering Period” means the period following the conclusion of the Initial
Offering Period, during which additional Shares may be sold in Baskets pursuant to this Trust
Agreement.



     “Corporate Trust Office” means the principal office at which at any particular time the
corporate trust business of the Trustee is administered, which office at the date hereof is
located at 2711 Centerville Road, Wilmington, Delaware 19808, Attention: Corporate Trust.



     “Covered Person” means the Trustee, the Managing Owner and their respective Affiliates.



     “Creation Basket” means the minimum number of Limited Shares that may be created at any one
time, which shall be 50,000 or such greater or lesser number as the Managing Owner may determine
from time-to-time.



     “Creation Basket Capital Contribution” means a Capital Contribution made by the Limited Owner
in connection with a Purchase Order Subscription Agreement and the creation of a Creation Basket
in an amount equal to the product obtained by multiplying (i) the number of Creation Baskets set
forth in the relevant Purchase Order Subscription Agreement by (ii) the Net Asset Value per Basket
as of closing time of the Exchange or the last to close of the exchanges on which any one of the
Index Commodities is traded, whichever is later, on the Purchase Order Subscription Date.



     “Delaware Trust Statute” means the Delaware Statutory Trust Act, Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. § 3801 et seq., as the same may be amended from time-to-time.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     “Event of Withdrawal” shall have the meaning assigned thereto in Section 13.1
(a).



     “Exchange” means the American Stock Exchange or, if the common units of fractional undivided
beneficial interest with limited liability in the profits, losses, distributions, capital and
assets of, and ownership of, the Limited Owner shall cease to be listed on the American Stock
Exchange and are listed on one or more other exchanges, the exchange on which such common units of
the Limited Owner are principally traded, as determined by the Managing Owner.



     “Expenses” shall have the meaning assigned thereto in Section 2.4.



     “Fiscal Quarter” shall mean each period ending on the last day of each March, June, September
and December of each Fiscal Year, or, if the Fund is required by law to have Fiscal Year other
than a calendar year, such other applicable quarterly period.



     “Fiscal Year” shall have the meaning assigned thereto in Article X.



     “Indemnified Parties” shall have the meaning assigned thereto in
Section 2.4.



     “Index” means the Continuous Commodity Total Return Index (CCI-TR) more fully described in
the Trust’s registration statement on Form S-l, as it may be amended from time-to-time.



     “Index Commodities” means the underlying Commodities which comprise the Index from
time-to-time.



     “Initial Offering Period” means the period commencing with the initial effective date of the
Prospectus and terminating no later than the sixtieth (60th) day following such date unless
extended for up to an additional ninety (90) days at the sole discretion of the Managing Owner.




 









 








     “Internal Revenue Service” or “IRS means the Internal Revenue Service or any successor
thereto.



     “Limited Owner” means GreenHaven Continuous Commodity Index Fund, a Delaware statutory trust.



     “Limited Shares” means Shares that are owned by the Limited Owner.



     “Liquidating Trustee” shall have the meaning assigned thereto in Section
13.2



     “Losses” means, in respect of each Fiscal Year of the Master Fund, losses of the Master Fund
as determined for U.S. federal income tax purposes, and each item of income, gain, loss or
deduction entering into the computation thereof.



     “Managing Owner” means GreenHaven Commodity Services, LLC, or any substitute therefor as
provided herein, or any successor thereto by merger or operation of law.



     “Management Fee” means the management fee set forth in Section 4.9.



     “Margin Call” means a demand for additional funds after the initial good faith deposit
required to maintain a customer’s account in compliance with the requirements of a particular
commodity exchange or of a Commodity Broker.



     “Master Fund” means GreenHaven Continuous Commodity Index Master Fund, the Delaware statutory
trust formed pursuant to the Certificate of Trust, the business and affairs of which are governed
by this Trust Agreement.



     “Net Asset Value” means the total assets of the Trust Estate of the Master Fund including, but
not limited to, all cash and cash equivalents or other securities less total liabilities of the
Master Fund, each determined on the basis of generally accepted accounting principles in the United
States (“GAAP”), consistently applied under the accrual method of accounting, including, but not
limited to, the extent specifically set forth below:




     (a) Net Asset Value shall include any unrealized profit or loss on open Commodities
positions and any other credit or debit accruing to the Master Fund but unpaid or not received
by the Master Fund.




     (b) All open commodity futures contracts and options traded on a United States exchange are
calculated at their then current market value, which shall be based upon the settlement price
for that particular commodity futures contract and options traded on the applicable United
States exchange on the date with respect to which Net Asset Value is being determined; provided,
that if a commodity futures contract or option traded on a United States exchange could not be
liquidated on such day, due to the operation of daily limits or other rules of the exchange upon
which that position is traded or otherwise, the settlement price on the most recent day on which
the position could be liquidated shall be the basis for determining the market value of such
position for such day. The current market value of all open commodity futures contracts and
options traded on a non-United States exchange shall be based upon the settlement price for that
particular commodity futures contract or option traded on the applicable non-United States
exchange on the date with respect to which Net Asset Value is being determined; provided, that
if a commodity futures contract or option traded on a non-United States exchange could not be
liquidated on such day, due to the operation of daily limits (if applicable) or other rules of
the exchange upon which that position is traded or otherwise, the settlement price on the most
recent day on which the position could be liquidated shall be the basis for determining the
market value of such position for such day. The current market value of all open forward
contracts entered into by the Master Fund shall be the mean between the last bid and last asked
prices quoted by the bank or financial institution which is a party to the contract on the date
with respect to which



 









 






Net Asset Value is being determined; provided, that if such quotations are not available on
such date, the mean between the last bid and asked prices on the first subsequent day on which
such quotations are available shall be the basis for determining the market value of such
forward contract for such day. The Managing Owner may in its discretion value any of the Trust
Estate pursuant to such other principles as it may deem fair and equitable so long as such
principles are consistent with normal industry standards.




   (c) Interest earned on the Master Fund’s commodity brokerage account shall be accrued at
least monthly.




   (d) The amount of any distribution made pursuant to Article VI hereof shall be a liability
of the Master Fund from the day when the distribution is declared until it is paid.



     “Net Asset Value Per Share” means the Net Asset Value divided by the number of Shares
outstanding on the date of calculation.



     “Net Asset Value Per Basket” means the product obtained by multiplying the Net Asset Value
Per Share by the number of Limited Shares comprising a Basket at such time.



     “NFA” means the National Futures Association.



     “Order Cut-Off Time” means 11:00 a.m. New York time, on a Business Day.



     “Organization and Offering Expenses” shall have the meaning assigned thereto in Section
4.8(a)(ii).



     “Percentage Interest” shall be a fraction, the numerator of which is the number of any
Shareholder’s Shares and the denominator of which is the total number of Shares outstanding as of
the date of determination.



     “Person” means any natural person, partnership, limited liability company, statutory trust,
corporation, association, or other legal entity.



     “Pit Brokerage Fee” shall include floor brokerage, clearing fees, NFA fees and Exchange fees.



     “Profits” means, for each Fiscal Year of the Master Fund, profits of the Master Fund as
determined for U.S. federal income tax purposes, and each item of income, gain, loss or deduction
entering into the computation thereof.



     “Prospectus” means the final prospectus and disclosure document of the Trust, constituting a
part of a Registration Statement, as filed with the SEC and declared effective thereby, as the same
may at any time and from time to time be amended or supplemented.



     “Purchase Order Subscription Agreement” shall have the meaning assigned thereto in Section
3.2(a)(i).



     “Purchase Order Subscription Date” shall have the meaning assigned thereto in Section
3.2(a)(i).



     “Pyramiding” means the use of unrealized profits on existing Commodities positions to provide
margin for additional Commodities positions of the same or a related Commodity.



     “Reconstituted Master Fund” shall have the meaning assigned to such term thereto in Section
13.1(a).



 









 





     “Redemption Basket” means the minimum number of Limited Shares that may be redeemed pursuant
to Section 7.1, which shall be the number of Limited Shares constituting a Creation Basket on the
relevant Redemption Order Date.



     “Redemption Distribution” means the cash delivered in satisfaction of a redemption of a
Redemption Basket in accordance with 
Section 7.1(c).



     “Redemption Order” shall have the meaning assigned thereto in Section 7.1(a).



     “Redemption Order Date” shall have the meaning assigned thereto in Section 7.1(b).



     “Redemption Settlement Time” shall have the meaning assigned thereto in Section
7.1(d).



     “Registration Statement” means a registration statement on Form S-l, as it may be amended
from time to time, filed with the SEC, as the same may at any time and from time to time be
further amended or supplemented.



     “Shareholders” generally means the Managing Owner and the Limited Owner, as holders of
Shares, where no distinction between them is required by the context in which the term is used.
However, if the Master Fund is notified in a manner satisfactory to the Managing Owner as to the
identity of a beneficial owner of applicable Shares, such beneficial owner will be treated as a
Shareholder owning a direct interest in the Master Fund for purposes of Article VI of this
Agreement.



     “Shares” means the common units of fractional undivided beneficial interest in the profits,
losses, distributions, capital and assets of, and ownership of, the Master Fund. The Managing
Owner’s Capital Contributions shall be represented by “General” Shares and the Limited Owner’s
Capital Contributions shall be represented by “Limited” Shares. Shares need not be represented by
certificates.



     “Suspended Redemption Order” shall have the meaning assigned thereto in Section 7.1(d).



     “Trust Agreement” means this Declaration of Trust and Trust Agreement, as it may at any time
or from time-to-time be amended.



     “Trustee” means CSC Trust Company of Delaware or any substitute therefor as provided herein,
acting not in its individual capacity but solely as trustee of the Master Fund.



     “Trust Estate” means any cash, commodity futures, forward and option contracts, all funds on
deposit in the Master Fund’s accounts, and any other property held by the Master Fund, and all
proceeds therefrom, including any rights of the Master Fund pursuant to any other agreements to
which the Master Fund is a party.



     “Unrealized Gain” attributable to Master Fund property means, as of any date of
determination, the excess, if any, of the fair market value of such property as of such date over
the property’s adjusted basis for federal income tax purposes as of the date of determination.



     “Unrealized Loss” attributable to Master Fund property means, as of any date of determination,
the excess, if any, of the property’s adjusted basis for federal income tax purposes as of the date
of determination over the fair market value of such property as of such date of determination.




 









 










     1.2 Name.




          (a) The name of the Master Fund is “GreenHaven Continuous Commodity Index Master Fund” in
which name the Trustee and the Managing Owner may engage in the business of the Master Fund, make
and execute contracts and other instruments in the name and on behalf of the Master Fund and sue
and be sued in the name and on behalf of the Master Fund.



     1.3 Delaware Trustee; Business Offices.




     (a) The sole Trustee of the Master Fund is CSC Trust Company of Delaware, which is located
at the Corporate Trust Office or at such other address in the State of Delaware as the Trustee
may designate in writing to the Shareholders. The Trustee shall receive service of process on
the Master Fund in the State of Delaware at the foregoing address. In the event CSC Trust
Company of Delaware resigns or is removed as the Trustee, the Trustee of the Master Fund in the
State of Delaware shall be the successor Trustee.




     (b) The principal office of the Master Fund, and such additional offices as the Managing
Owner may establish, shall be located at such place or places inside or outside the State of
Delaware as the Managing Owner may designate from time to time in writing to the Trustee and
the Limited Owner. Initially, the principal office of the Master Fund shall be at 3340
Peachtree Road, Suite 1910, Atlanta, Georgia 30326.



     1.4 Declaration of Trust. The Trustee hereby acknowledges that the Master Fund has
received the sum of $1,000 in a bank account in the name of the Master Fund controlled by the
Managing Owner from the Managing Owner as grantor of the Trust, and hereby declares that it shall
hold such sum in trust, upon and subject to the conditions set forth herein for the use and benefit
of the Shareholders. It is the intention of the parties hereto that the Master Fund shall be a
statutory trust under the Delaware Trust Statute and that this Trust Agreement shall constitute the
governing instrument of the Master Fund. It is not the intention of the parties hereto to create a
general partnership, limited partnership, limited liability company, joint stock association,
corporation, bailment or any form of legal relationship other than a Delaware statutory trust
except to the extent that the Master Fund is deemed to constitute a partnership under the Code and
applicable state and local tax laws. Nothing in this Trust Agreement shall be construed to make the
Shareholders partners or members of a joint stock association except to the extent such
Shareholders are deemed to be partners under the Code and applicable state and local tax laws.
Notwithstanding the foregoing, it is the intention of the parties thereto to create a partnership
among the Shareholders for purposes of taxation under the Code and applicable state and local tax
laws. Effective as of the date hereof, the Trustee and the Managing Owner shall have all of the
rights, powers and duties set forth herein and in the Delaware Trust Statute with respect to
accomplishing the purposes of the Master Fund. The Trustee has filed the certificate of trust
required by Section 3810 of the Delaware Trust Statute in connection with the formation of the
Master Fund under the Delaware Trust Statute.



     1.5. Purpose of the Fund. The purpose of the Master Fund shall be: (a) directly or
indirectly to trade, buy, sell, spread or otherwise acquire, hold or dispose of Commodities,
including, but not limited to, exchange-traded futures on the Index Commodities with a view to
tracking the performance of the Index over time; (b) to enter into forward contracts referencing
the Index or one or more of the Index Commodities with a view to tracking the performance of the
Index over time; (c) to enter into any lawful transaction and engage in any lawful activities in
furtherance of or incidental to the foregoing purposes; and (d) as determined from time to time by
the Managing Owner, to engage in any other lawful business or activity for which a statutory trust
may be organized under the Delaware Trust Statute. The Master Fund shall have all of the powers
specified in Section 15.1 hereof, including, without limitation, all of the powers which may be
exercised by a Managing Owner on behalf of the Master Fund under this Trust Agreement.




 









 









     1.6 Tax Treatment.




     (a) Each of the parties hereto, by entering into this Trust Agreement directly, or indirectly
as a purchaser of units in GREENHAVEN CONTINUOUS COMMODITY INDEX MASTER FUND, (i) expresses its
intention that the Shares will qualify under applicable tax law as interests in a partnership which
holds the Trust Estate for their benefit, (ii) agrees that it will file its own U.S. federal, state
and local income, franchise and other tax returns in a manner that is consistent with the treatment
of the Master Fund as a partnership in which each of the Shareholders thereof is a partner, either
directly or indirectly, by virtue of holding units in GREENHAVEN CONTINUOUS COMMODITY INDEX MASTER
FUND, and (iii) agrees to use reasonable efforts to notify the Managing Owner promptly upon a
receipt of any notice from any taxing authority having jurisdiction over such holders of Shares
with respect to the treatment of the Shares as anything other than interests in a partnership.




     (b) The Tax Matters Partner (as defined in Section 6231 of the Code and any corresponding
state and local tax law) initially shall be the Managing Owner. The Tax Matters Partner, at the
expense of the Master Fund, shall prepare or cause to be prepared and filed tax returns as a
partnership for U.S. federal, state and local tax purposes and (ii) shall be authorized to perform
all duties imposed by Section 6221 et seq. of the Code, including, without limitation: (i) the
power to conduct all audits and other administrative proceedings with respect to tax items; (ii)
the power to extend the statute of limitations for all Shareholders with respect to tax items;
(iii) the power to file a petition with an appropriate U.S. federal court for review of a final
administrative adjustment; and (iv) the power to enter into a settlement with the IRS on behalf of,
and binding upon, the Limited Owner. The designation made by each Shareholder in this Section
1.6(b), either directly or indirectly as a holder of units in GREENHAVEN CONTINUOUS COMMODITY INDEX
MASTER FUND, is hereby approved by each Shareholder as an express condition to becoming a
Shareholder. Each Shareholder agrees to take any further action as may be required by regulation or
otherwise to effectuate such designation. Subject to Section 4.7, the Master Fund hereby
indemnifies, to the full extent permitted by law, the Managing Owner from and against any damages
or losses (including attorneys’ fees) arising out of or incurred in connection with any action
taken or omitted to be taken by it in carrying out its responsibilities as Tax Matters Partner,
provided such action taken or omitted to be taken does not constitute fraud, gross negligence or
willful misconduct.




     (c) Each Shareholder shall furnish the Managing Owner and the Trustee with information
necessary to enable the Managing Owner to comply with U.S. federal income tax information reporting
requirements in respect of such Shareholder’s Shares.



     1.7 General Liability of the Managing Owner.





     (a) The Managing Owner shall be liable for the acts, omissions, obligations and expenses of
the Master Fund, to the extent not paid out of the assets of the Master Fund, to the same extent
the Managing Owner would be so liable as if the Master Fund was a partnership under the Delaware
Revised Uniform Limited Partnership Act and the Managing Owner were a general partner of such
partnership. The foregoing provision shall not, however, limit the ability of the Managing Owner to
limit its liability by contract. The obligations of the Managing Owner under this Section 1.7 shall
be evidenced by its ownership of the General Shares which, solely for purposes of the Delaware
Trust Statute, will be deemed to be a separate class of Shares. Without limiting or affecting the
liability of the Managing Owner as set forth in this Section 1.7, notwithstanding anything in this
Trust Agreement to the contrary, Persons having any claim against the Master Fund by reason of the
transactions contemplated by this Trust Agreement and any other agreement, instrument, obligation
or other undertaking to which the Master Fund is a party, shall look only to the Trust Estate for
payment or satisfaction thereof.



 









 






     (b) Subject to Sections 8.1 and 8.3 hereof, no Shareholder, other than the Managing
Owner, to the extent set forth above, shall have any personal liability for any liability or
obligation of the Master Fund thereof.



     1.8 Legal Title. Legal title to the Trust Estate shall be vested in the Master Fund as
a separate legal entity; provided, however, that where applicable law in any jurisdiction requires
any part of the Trust Estate to be vested otherwise, the Managing Owner may cause legal title to
the Trust Estate or any portion thereof to be held by or in the name of the Managing Owner or any
other Person (other than a Shareholder) as nominee.



ARTICLE II




THE TRUSTEE




     2.1 Term; Resignation.




     (a) CSC Trust Company of Delaware has been appointed and hereby agrees to serve as the
Trustee of the Master Fund. The Master Fund shall have only one Trustee unless otherwise
determined by the Managing Owner. The Trustee shall serve until such time as the Managing Owner
removes the Trustee or the Trustee resigns and a successor Trustee is appointed by the Managing
Owner in accordance with the terms of Section 2.5 hereof.




          The trustee is appointed to serve as the trustee of the Trust in the State of Delaware for
the purpose of satisfying the requirement of Section 3807(a) of the Delaware Statutory Trust
Act that the Trust have at least one trustee with a principal place of business in Delaware. It
is understood and agreed by the parties hereto that the Trustee shall have none of the duties
or liabilities of the Managing Owner. The duties of the Trustee shall be limited to (i)
accepting legal process served on the Trust in the State of Delaware, (ii) the execution of any
certificates required to be filed with the Secretary of State of the State of Delaware which
the Trustee is required to execute under Section 3811 of the Delaware Statutory Trust Act, and
(iii) any other duties specifically allocated to the Trustee in the Trust Agreement. To the
extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or the Beneficial Owners, it is hereby understood and
agreed by the other parties hereto that such duties and liabilities are replaced by the duties
and liabilities of the Trustee expressly set forth in this Agreement.




     (b) The Trustee may resign at any time upon the giving of at least sixty (60) days’
advance written notice to the Master Fund; provided, that such resignation shall not become
effective unless and until a successor Trustee shall have been appointed by the Managing Owner
in accordance with Section 2.5 hereof. If the Managing Owner does not act within such sixty
(60) day period, then the Trustee may apply, at the expense of the Trust, to the Court of
Chancery of the State of Delaware for the appointment of a successor Trustee.



     2.2 Powers. Except to the extent expressly set forth in Section 1.3 and this Article
II, the duty and authority of the Trustee to manage the business and affairs of the Master Fund is
hereby delegated to the Managing Owner, which duty and authority the Managing Owner may further
delegate as provided herein, all pursuant to Section 3806(b)(7) of the Delaware Trust Statute. The
Trustee shall have only the rights, obligations and liabilities specifically provided for herein
and shall have no implied rights, duties, obligations and liabilities with respect to the business
and affairs of the Master Fund. The Trustee shall have the power and authority to execute and file
certificates as required by the Delaware Trust Statute and to accept service of process on the
Master Fund in the State of Delaware. The Trustee shall provide prompt notice to the Managing Owner
of its performance of any of the foregoing. The Managing Owner shall reasonably keep the Trustee
informed of any actions taken by the Managing Owner with respect to



 









 





the Master Fund that would reasonably be expected to affect the rights, obligations or liabilities
of the Trustee hereunder or under the Delaware Trust Statute.




     2.3 Compensation and Expenses of the Trustee. The Trustee shall be entitled to receive
from the Managing Owner or an Affiliate of the Managing Owner (including the Master Fund)
reasonable compensation for the Trustee’s services hereunder as set forth in a separate fee
agreement and shall be entitled to be reimbursed by the Managing Owner or an Affiliate of the
Managing Owner (including the Master Fund) for reasonable out-of-pocket expenses incurred by it in
the performance of the Trustee’s duties hereunder, including without limitation, the reasonable
compensation, out-of-pocket expenses and disbursements of counsel and such other agents as the
Trustee may employ in connection with the exercise and performance of its rights and duties
hereunder.



     2.4 Indemnification. The Managing Owner agrees (and any additional Managing Owner
admitted pursuant to Section 4.2(g) will be deemed to agree), whether or not any of the
transactions contemplated hereby shall be consummated, to assume liability for, and does hereby
indemnify, protect, save and keep harmless CSC Trust Company of Delaware (in its capacity as
Trustee and individually) and its successors, assigns, legal representatives, officers, directors,
managers, employees, agents and servants (the “Indemnified Parties”) from and against any and all
liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the
Trustee on or measured by any compensation received by the Trustee for its services hereunder or
any indemnity payments received by the Trustee pursuant to this Section 2.4), claims, actions,
suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature
whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the
Indemnified Parties in any way relating to or arising out of the formation, operation or
termination of the Master Fund, the execution, delivery and performance of any other agreements to
which the Master Fund is a party or the action or inaction of the Trustee hereunder or thereunder,
except for Expenses resulting from the gross negligence, willful misconduct or recklessness of the
Indemnified Parties. The indemnities contained in this Section 2.4 shall survive the termination of
this Trust Agreement or the removal or resignation of the Trustee.



     2.5 Successor Trustee. Upon the resignation or removal of the Trustee, the Managing
Owner shall appoint a successor Trustee by delivering a written instrument to the outgoing Trustee.
Any successor Trustee must satisfy the requirements of Section 3807 of the Delaware Trust Statute.
Any resignation or removal of the Trustee and appointment of a successor Trustee shall not become
effective until a written acceptance of appointment is delivered by the successor Trustee to the
outgoing Trustee and the Managing Owner and any fees and expenses due to the outgoing Trustee are
paid. Following compliance with the preceding sentence, the successor Trustee shall become fully
vested with all of the rights, powers, duties and obligations of the outgoing Trustee under this
Trust Agreement, with like effect as if originally named as Trustee, and the outgoing Trustee shall
be discharged of its duties and obligations under this Trust Agreement.



     2.6 Liability of Trustee. Except as otherwise provided in this Article II, in
accepting the trust created hereby, CSC Trust Company of Delaware acts solely as Trustee hereunder
and not in its individual capacity, and all Persons having any claim against CSC Trust Company of
Delaware by reason of the transactions contemplated by this Trust Agreement and any other agreement
to which the Master Fund is a party shall look only to the Trust Estate for payment or satisfaction
thereof; provided, however, that in no event is the foregoing intended to affect or limit the
liability of the Managing Owner as set forth in Section 1.7 hereof. The Trustee shall not be liable
or accountable hereunder to the Trust or to any other Person or under any other agreement to which
the Master Fund is a party, except for the Trustee’s own gross negligence, willful misconduct or
recklessness. In particular, but not by way of limitation:




     (a) The Trustee shall have no liability or responsibility for the validity or sufficiency
of this Trust Agreement or for the form, character, genuineness, sufficiency, value or
validity of the Trust Estate;



 









 







     (b) The Trustee shall not be liable for any actions taken or omitted to be taken by it in
accordance with the instructions of the Managing Owner or the Liquidating Trustee;




     (c) The Trustee shall not have any liability for the acts or omissions of the Managing Owner
or its delegatees;




     (d) The Trustee shall not be liable for its failure to supervise the performance of any
obligations of the Managing Owner or its delegatees or any Commodity Broker;




     (e) No provision of this Trust Agreement shall require the Trustee to act or expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its rights or
powers hereunder if the Trustee shall have reasonable grounds for believing that such action,
repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured or provided to it;




     (f) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other
obligations of the Master Fund arising under this Trust Agreement or any other agreements to which
the Master Fund is a party;




     (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust
Agreement or any other agreements to which the Master Fund is a party, at the request, order or
direction of the Managing Owner unless the Managing Owner has offered to CSC Trust Company of
Delaware (in its capacity as Trustee and individually) security or indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred by CSC Trust Company of Delaware
(including, without limitation, the reasonable fees and expenses of its counsel) therein or
thereby;




     (h) Notwithstanding anything contained herein to the contrary, the Trustee shall not be
required to take any action in any jurisdiction other than in the State of Delaware if the taking
of such action will require the consent or approval or authorization or order of or the giving of
notice to, or the registration with or taking of any action in respect of, any state or other
governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result
in any fee, tax or other governmental charge under the laws of any jurisdiction or any political
subdivision thereof in existence as of the date hereof other than the State of Delaware becoming
payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the
State of Delaware, for causes of action arising from personal acts unrelated to the consummation
of the transactions by the Trustee, as the case may be, contemplated hereby; and




     (i) To the extent that, at law or in equity, the Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Master Fund, the Shareholders or to any other
Person, the Trustee acting under this Trust Agreement shall not be liable to the Master Fund, the
Shareholders or to any other Person for its good faith reliance on the provisions of this Trust
Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and
liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto
to replace such other duties and liabilities of the Trustee.



     2.7 Reliance; Advice of Counsel.




     (a) In the absence of bad faith, the Trustee may conclusively rely upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Trust Agreement in
determining the truth of the statements and the correctness of the opinions contained therein, and
shall incur no liability to anyone in acting on any signature, instrument, notice, resolutions,
request, consent, order,




 









 









certificate, report, opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties and need not investigate any fact or
matter pertaining to or in any such document; provided, however, that the Trustee shall have
examined any certificates or opinions so as to reasonably determine compliance of the same with
the requirements of this Trust Agreement. The Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any corporate party as
conclusive evidence that such resolution has been duly adopted by such body and that the same
is in full force and effect. As to any fact or matter the method of the determination of which
is not specifically prescribed herein, the Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer or other
authorized officers of the relevant party, as to such fact or matter, and such certificate
shall constitute full protection to the Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.




     (b) In the exercise or administration of the Master Fund hereunder and in the performance
of its duties and obligations under this Trust Agreement, the Trustee, at the expense of the
Managing Owner or an Affiliate of the Managing Owner (including the Master Fund) may act
directly or through its agents, attorneys, custodians or nominees pursuant to agreements
entered into with any of them, and the Trustee shall not be liable for the conduct or
misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys,
custodians or nominees shall have been selected by the Trustee with reasonable care and (ii)
may consult with counsel, accountants and other skilled professionals to be selected with
reasonable care by it. The Trustee shall not be liable for anything done, suffered or omitted
in good faith by it in accordance with the opinion or advice of any such counsel, accountant
or other such Persons.



     2.8 Payments to the Trustee. Any amounts paid to the Trustee pursuant to this Article
shall be deemed not to be a part of the Trust Estate immediately after such payment. Any amounts
owing to the Trustee under this Trust Agreement shall constitute a claim against the Trust Estate.



ARTICLE III




CREATIONS AND ISSUANCE OF CREATION BASKETS




     3.1 General. The Managing Owner shall have the power and authority, without
Limited Owner approval, to issue Shares from time to time as it deems necessary or desirable. The
number of Shares authorized shall be unlimited, and the Units so authorized may be represented in
part by fractional Shares, calculated to four decimal places. From time-to-time, the Managing Owner
may divide or combine the Shares into a greater or lesser number without thereby changing the
proportionate beneficial interests. The Managing Owner may issue Shares for such consideration and
on such terms as it may determine (or for no consideration if pursuant to a Share dividend or
split-up), all without action or approval of the Limited Owner. All Shares when so issued on the
terms determined by the Managing Owner shall be fully paid and non-assessable. The Shares initially
shall be divided into two classes: General Shares and Limited Shares. Every Shareholder, by virtue
of having purchased or otherwise an acquired Share, shall be deemed to have expressly consented and
agreed to be bound by the terms of this Trust Agreement.



     3.2 Offer of Limited Shares; Procedures for Creation and Issuance of Creation Baskets.




     (a) General. The following procedures, as supplemented by the more detailed
procedures agreed from time to time between the Managing Owner and the Limited Owner, will
govern the Trust with respect to the creation and issuance of Creation Baskets. Subject to the
limitations upon and requirements for issuance of Creation Baskets stated herein and in such
procedures, the number of Creation Baskets which may be issued by the Master Fund is
unlimited.



 









 






     (i) On any Business Day, the Limited Owner may submit to the Managing Owner a
purchase order and subscription agreement to subscribe for and agree to purchase one or
more Creation Baskets (such request by the Limited Owner, a “Purchase Order
Subscription Agreement”). Purchase Order Subscription Agreements must be received by
the Managing Owner from the Limited Owner no later than the Order Cut-Off Time on a
Business Day (the “Purchase Order Subscription Date”). The Managing Owner will
process Purchase Order Subscription Agreements only from the Limited Owner.




     (ii) Any Purchase Order is subject to rejection by the Managing Owner pursuant to
Section 3.2(c).




     (iii) After accepting a Purchase Order Subscription Agreement from the Limited
Owner, the Managing Owner will issue and deliver Creation Baskets to fill the Limited
Owner’s Purchase Order Subscription Agreement as of noon New York time on the Business
Day immediately following the Purchase Order Subscription Date, but only if by such time
the Managing Owner has received (A) for its own account, the Transaction Fee, and (B) for
the account of the Master Fund the Creation Basket Capital Contribution due from the
Limited Owner in respect of such Purchase Order Subscription Agreement.




     (b) Issuance of Creation Basket. Upon issuing a Creation Basket pursuant to a
Purchase Order Subscription Agreement, the Managing Owner will issue the Creation Basket to
the Limited Owner.




     (c) Rejection. The Managing Owner shall have the absolute right, but shall have
no obligation, to reject any Purchase Order Subscription Agreement or Creation Basket
Capital Contribution: (i) determined by the Managing Owner not to be in proper form; (ii)
that the Managing Owner has determined would have adverse tax consequences to the Master
Fund or to the Limited Owner; (iii) the acceptance or receipt of which would, in the opinion
of counsel to the Managing Owner, be unlawful; or (iv) if circumstances outside the control
of the Managing Owner make it for all practical purposes not feasible to process creations
of Creation Baskets. The Managing Owner shall not be liable to any person by reason of the
rejection of any Purchase Order Subscription Agreement or Creation Basket Capital
Contribution.




     (d) Baskets may not be created during the Initial Offering Period.



     3.3 Assets of the Master Fund. All consideration received by the Master Fund for the
issue or sale of Creation Baskets together with all of the Trust Estate in which such consideration
is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably
belong to the Master Fund for all purposes, subject only to the rights of creditors of the Master
Fund and except as may otherwise be required by applicable tax laws, and shall be so recorded upon
the books of account of the Master Fund.



     3.4 Liabilities. The Trust Estate shall be charged with the liabilities of the Master
Fund, and all expenses, costs, charges and reserves attributable to the Master Fund. The Managing
Owner shall have full discretion, to the extent not inconsistent with applicable law, to determine
which items shall be treated as income and which items as capital, and each such determination and
allocation shall be conclusive and binding upon the Shareholders.



     3.5 Distributions. Distributions on Shares may be paid with such frequency as the
Managing Owner may determine, which may be daily or otherwise, to the Shareholders from such of the
income and capital gains, accrued or realized, as the Managing Owner may determine, after providing
for actual and accrued liabilities of the Master Fund. All distributions on Shares shall be
distributed pro rata to the Shareholders



 









 





in proportion to the total outstanding Shares held by such Shareholders at the date and time of
record established for the payment of such distribution.




     3.6 Voting Rights. Notwithstanding any other provision hereof, on each matter
submitted to a vote of the Shareholders, each Shareholder shall be entitled to a proportionate vote
based upon the product of the Net Asset Value per Share multiplied by the number of Shares, or
fraction thereof, standing in its name on the books of the Master Fund.



     3.7 Equality. Except as provided herein, all Shares shall represent an equal
proportionate beneficial interest in the assets of the Master Fund subject to the liabilities of
the Master Fund, and each Share shall be equal to each other Share. The Managing Owner may from
time to time divide or combine the Shares into a greater or lesser number of Shares without thereby
changing the proportionate beneficial interest in the assets of the Master Fund or in any way
affecting the rights of Shareholders.



ARTICLE IV




THE MANAGING OWNER




     4.1 Management of the Master Fund. Pursuant to Section 3806(b)(7) of the
Delaware Trust Statute, the Master Fund shall be managed by the Managing Owner and the conduct of
the Master Fund’s business shall be controlled and conducted solely by the Managing Owner in
accordance with this Trust Agreement.



     4.2 Authority of Managing Owner. In addition to and not in limitation of any rights
and powers conferred by law or other provisions of this Trust Agreement, and except as limited,
restricted or prohibited by the express provisions of this Trust Agreement or the Delaware Trust
Statute, the Managing Owner shall have and may exercise on behalf of the Master Fund all powers and
rights necessary, proper, convenient or advisable to effectuate and carry out the purposes,
business and objectives of the Master Fund, which shall include, without limitation, the following:




     (a) To enter into, execute, deliver and maintain, and to cause the Master Fund to perform
its obligations under, contracts, agreements and any or all other documents and instruments,
and to do and perform all such things as may be in furtherance of Master Fund purposes or
necessary or appropriate for the offer and sale of the Shares and the conduct of Master Fund
activities, including, but not limited to, contracts with third parties for commodity
brokerage services and/or administrative services, provided, however, that such services may
be performed by an Affiliate or Affiliates of the Managing Owner so long as the Managing Owner
has made a good faith determination that: (i) the Affiliate which it proposes to engage to
perform such services is qualified to do so (considering the prior experience of the Affiliate
or the individuals employed thereby); (ii) the terms and conditions of the agreement pursuant
to which such Affiliate is to perform services for the Master Fund are no less favorable to the
Master Fund than could be obtained from equally- qualified unaffiliated third parties; and
(iii) the maximum period covered by the agreement pursuant to which such affiliate is to
perform services for the Master Fund shall not exceed one year, and such agreement shall be
terminable without penalty upon sixty (60) days’ prior written notice by the Master Fund;




     (b) To establish, maintain, deposit into, sign checks and/or otherwise draw upon accounts
on behalf of the Master Fund with appropriate banking and savings institutions, and execute
and/or accept any instrument or agreement incidental to the Master Fund’s business and in
furtherance of its purposes, any such instrument or agreement so executed or accepted by the
Managing Owner in the Managing Owner’s name shall be deemed executed and accepted on behalf of
the Master Fund by the Managing Owner;



 









 










     (c) To deposit, withdraw, pay, retain and distribute the Trust Estate or any portion thereof
in any manner consistent with the provisions of this Trust Agreement;




     (d) To supervise the preparation and filing of the Registration Statement and supplements and
amendments thereto, and the Prospectus;




     (e) To pay or authorize the payment of distributions to the Shareholders and expenses of the
Master Fund;




     (f) To make any elections on behalf of the Master Fund under the Code, or any other
applicable U.S. federal or state tax law as the Managing Owner shall determine to be in the best
interests of the Master Fund; and




     (g) In the sole discretion of the Managing Owner, to admit an Affiliate or Affiliates of the
Managing Owner as additional Managing Owners. Notwithstanding the foregoing, the Managing Owner
may not admit Affiliate(s) of the Managing Owner as an additional Managing Owner if it has
received notice of its removal as a Managing Owner, pursuant to Section 8.2(d) hereof, or if the
concurrence of at least a majority in interest (over 50%) of the outstanding Shares (not including
Shares owned by the Managing Owner) is not obtained.



     4.3 Obligations of the Managing Owner. In addition to the obligations expressly
provided by the Delaware Trust Statute or this Trust Agreement, the Managing Owner shall:




     (a) Devote such of its time to the business and affairs of the Master Fund as it shall, in
its discretion exercised in good faith, determine to be necessary to conduct the business and
affairs of the Master Fund for the benefit of the Master Fund and the Limited Owner;




     (b) Execute, file, record and/or publish all certificates, statements and other documents and
do any and all other things as may be appropriate for the formation, qualification and operation
of the Master Fund and for the conduct of its business in all appropriate jurisdictions;




     (c) Retain independent public accountants to audit the accounts of the Master Fund;




     (d) Employ attorneys to represent the Master Fund;




     (e) Select the Master Fund’s Trustee, Administrator, and Commodity Brokers;




     (f) Use its best efforts to maintain the status of the Master Fund as a “statutory trust”
for state law purposes, and as a “partnership” for U.S. federal income tax purposes;




     (g) Monitor the brokerage fees charged to the Master Fund, and the services rendered by
futures commission merchants to the Master Fund, to determine whether the fees paid by, and the
services rendered to the Master Fund for futures brokerage are at competitive rates and are the
best price and services available under the circumstances, and if necessary, renegotiate the
brokerage fee structure to obtain such rates and services for the Master Fund. No material
change related to brokerage fees shall be made except upon sixty (60) Business Days’ prior
notice to the Limited Owner, which notice shall include a description of the Limited Owner’s
voting rights as set forth in Section 8.2 hereof and a description of the Limited Owner’s
redemption rights as set forth in Section 7.1 hereof.




     (h) Have fiduciary responsibility for the safekeeping and use of the Trust Estate,
whether or not in the Managing Owner’s immediate possession or control, and the Managing Owner
will not



 









 






employ or permit others to employ such funds or assets (including any interest earned thereon as
provided for in the Prospectus) in any manner except for the benefit of the Master Fund,
including, among other things, the utilization of any portion of the Trust Estate as
compensating balances for the exclusive benefit of the Managing Owner. The Managing Owner shall
at all times act with integrity and good faith and exercise due diligence in all activities
relating to the conduct of the business of the Master Fund and in resolving conflicts of
interest.




     (i) Refuse to recognize any attempted transfer or assignment of a Share that is not made in
accordance with the provisions of Article V; and




     (j) Perform such other services as the Managing Owner believes that the Master Fund may from
time to time require.



     4.4 General Prohibitions. The Master Fund shall not:




     (a) Borrow money from or loan money to any Shareholder (including the Managing Owner) or other
Person, except that the foregoing is not intended to prohibit (i) the deposit on margin with
respect to the initiation and maintenance of Commodities positions or (ii) obtaining lines of
credit for the trading of forward contracts; provided, however, that the Master Fund is prohibited
from incurring any indebtedness on a non-recourse basis;




     (b) Create, incur, assume or suffer to exist any lien, mortgage, pledge, conditional sales or
other title retention agreement, charge, security interest or encumbrance, except: (i) the right
and/or obligation of a Commodity Broker to close out sufficient Commodities positions of the Master
Fund so as to restore the Master Fund’s account to proper margin status in the event that the
Master Fund fails to meet a Margin Call; (ii) liens for taxes not delinquent or being contested in
good faith and by appropriate proceedings and for which appropriate reserves have been established;
(iii) deposits or pledges to secure obligations under workmen’s compensation, social security or
similar laws or under unemployment insurance; (iv) deposits or pledges to secure contracts (other
than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds
and other obligations of like nature arising in the ordinary course of business; or (v) mechanic’s,
warehousemen’s, carrier’s, workmen’s, materialmen’s or other like liens arising in the ordinary
course of business with respect to obligations which are not due or which are being contested in
good faith, and for which appropriate reserves have been established if required by GAAP, and liens
arising under ERISA;




     (c) Commingle its assets with those of any other Person, except to the extent permitted under
the CE Act and the regulations promulgated thereunder;




     (d) Engage in Pyramiding of its Commodities positions; provided, however, that the Managing
Owner may take into account open trade equity positions in determining generally whether to require
additional Commodities positions;




     (e) Permit rebates to be received by the Managing Owner or any Affiliate of the Managing
Owner, or permit the Managing Owner or any Affiliate of the Managing Owner to engage in any
reciprocal business arrangements which would circumvent the foregoing prohibition;




     (f) Permit the Managing Owner to share in any portion of brokerage fees related to commodity
brokerage services paid with respect to commodity trading activities;




     (g) Enter into any contract with the Managing Owner or an Affiliate of the Managing Owner
(except for selling agreements for the sale of Shares) which has a term of more than one (1) year
and which does not provide that it may be canceled by the Master Fund without penalty on sixty



 









 






(60) days prior written notice or for the provision of goods and services, except at rates and
terms at least as favorable as those which may be obtained from third parties in arms-length
negotiations;




     (h) Permit churning of its Commodity trading account(s) for the purpose of generating
excess brokerage commissions;




     (i) Enter into any exclusive brokerage contract; and




     (j) Cause the Master Fund to elect to be treated as an association taxable as a corporation
for U.S. federal income tax purposes.



     4.5 Liability of Covered Persons. A Covered Person shall have no liability to the
Master Fund or to any Shareholder or other Covered Person for any loss suffered by the Master Fund
which arises out of any action or inaction of such Covered Person if such Covered Person, in good
faith, determined that such course of conduct was in the best interest of the Master Fund and such
course of conduct did not constitute gross negligence or willful misconduct of such Covered Person.
Subject to the foregoing, neither the Managing Owner nor any other Covered Person shall be
personally liable for the return or repayment of all or any portion of the capital or profits of
the Limited Owner or assignee thereof, it being expressly agreed that any such return of capital or
profits made pursuant to this Trust Agreement shall be made solely from the assets of the Master
Fund without any rights of contribution from the Managing Owner or any other Covered Person.



     4.6 Fiduciary Duty.




     (a) To the extent that, at law or in equity, the Managing Owner has duties (including
fiduciary duties) and liabilities relating thereto to the Master Fund, the Shareholders or to
any other Person, the Managing Owner acting under this Trust Agreement shall not be liable to
the Master Fund, the Shareholders or to any other Person for its good faith reliance on the
provisions of this Trust Agreement subject to the standard of care in Section 4.5 herein. The
provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities
of the Managing Owner otherwise existing at law or in equity are agreed by the parties hereto
to replace such other duties and liabilities of the Managing Owner. Any material changes in the
Master Fund’s basic investment policies or structure shall occur only upon the written approval
or affirmative vote of Limited Shares equal to at least a majority (over 50%) of the Net Asset
Value of the Master Fund (excluding Shares held by the Managing Owner and its Affiliates) of
the Master Fund pursuant to Section 11.1(a) below.




     (b) Unless otherwise expressly provided herein:




          (i) whenever a conflict of interest exists or arises between the Managing Owner or
any of its Affiliates, on the one hand, and the Master Fund or any Shareholder or any
other Person, on the other hand; or




          (ii) whenever this Trust Agreement or any other agreement contemplated herein or
therein provides that the Managing Owner shall act in a manner that is, or provides terms
that are, fair and reasonable to the Master Fund, any Shareholder or any other Person,



     the Managing Owner shall resolve such conflict of interest, take such action or
provide such terms, considering in each case the relative interest of each party (including
its own interest) to such conflict, agreement, transaction or situation and the benefits
and burdens relating to such interests, any customary or accepted industry practices, and
any applicable generally accepted accounting practices or principles. In the absence of bad
faith by the Managing Owner, the resolution, action or terms so made, taken or provided by
the Managing Owner shall not




 









 











constitute a breach of this Trust Agreement or any other agreement contemplated herein or of any
duty or obligation of the Managing Owner at law or in equity or otherwise.




     (c) The Managing Owner and any Affiliate of the Managing Owner may engage in or possess an
interest in other profit-seeking or business ventures of any nature or description, independently
or with others, whether or not such ventures are competitive with the Master Fund and the doctrine
of corporate opportunity, or any analogous doctrine, shall not apply to the Managing Owner. If the
Managing Owner acquires knowledge of a potential transaction, agreement, arrangement or other
matter that may be an opportunity for the Master Fund, it shall have no duty to communicate or
offer such opportunity to the Master Fund, and the Managing Owner shall not be liable to the Master
Fund or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that
the Managing Owner pursues or acquires for, or directs such opportunity to another Person or does
not communicate such opportunity or information to the Master Fund. Neither the Master Fund nor any
Shareholder shall have any rights or obligations by virtue of this Trust Agreement or the Master
Fund relationship created hereby in or to such independent ventures or the income or profits or
losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities
of the Master Fund, shall not be deemed wrongful or improper. Except to the extent expressly
provided herein, the Managing Owner may engage or be interested in any financial or other
transaction with the Master Fund, the Shareholders or any Affiliate of the Master Fund or the
Shareholders.



4.7 Indemnification of the Managing Owner.





     (a) The Managing Owner shall be indemnified by the Master Fund against any losses, judgments,
liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection
with its activities for the Master Fund, provided that (i) the Managing Owner was acting on behalf
of or performing services for the Master Fund and has determined, in good faith, that such course
of conduct was in the best interests of the Master Fund and such liability or loss was not the
result of gross negligence, willful misconduct, or a breach of this Trust Agreement on the part of
the Managing Owner and (ii) any such indemnification will only be recoverable from the Trust
Estate. All rights to indemnification permitted herein and payment of associated expenses shall not
be affected by the dissolution or other cessation to exist of the Managing Owner, or the
withdrawal, adjudication of bankruptcy or insolvency of the Managing Owner, or the filing of a
voluntary or involuntary petition in bankruptcy under Title 11 of the U.S. Code by or against the
Managing Owner. The source of payments made in respect of indemnification under this Trust
Agreement shall be from assets of the Master Fund.




     (b) Notwithstanding the provisions of Section 4.6(a) above, the Managing Owner and any Person
acting as broker-dealer for the Master Fund shall not be indemnified for any losses, liabilities or
expenses arising from or out of an alleged violation of U.S. federal or state securities laws
unless (i) there has been a successful adjudication on the merits of each count involving alleged
securities law violations as to the particular indemnitee and the court approves the
indemnification of such expenses (including, without limitation, litigation costs), (ii) such
claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to
the particular indemnitee and the court approves the indemnification of such expenses (including,
without limitation, litigation costs), or (iii) a court of competent jurisdiction approves a
settlement of the claims against a particular indemnitee and finds that indemnification of the
settlement and related costs should be made.




     (c) The Master Fund shall not incur the cost of that portion of any insurance which insures
any party against any liability, the indemnification of which is herein prohibited.




     (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal
action, suit or proceeding against the Managing Owner shall be paid by the Master Fund in advance
of the final disposition of such action, suit or proceeding: if (i) the legal action relates to the



 









 







performance of duties or services by the Managing Owner on behalf of the Master Fund; (ii) the
legal action is initiated by a third party who is not the Limited Owner or the legal action is
initiated by the Limited Owner and a court of competent jurisdiction specifically approves such
advance; and (iii) the Managing Owner undertakes to repay the advanced funds with interest to the
Master Fund in cases in which it is not entitled to indemnification under this Section 4.7.





     (e) The term “Managing Owner” as used only in this Section 4.7 shall include, in addition to
the Managing Owner, any other Covered Person performing services on behalf of the Master Fund and
acting within the scope of the Managing Owner’s authority as set forth in this Trust Agreement.




     (f) In the event the Master Fund is made a party to any claim, dispute, demand or litigation
or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection
with the Limited Owner’s (or assignee’s) obligations or liabilities unrelated to Master Fund
business, the Limited Owner (or assignees cumulatively) shall indemnify, defend, hold harmless, and
reimburse the Master Fund for all such loss, liability, damage, cost and expense incurred,
including attorneys’ and accountants’ fees.



     4.8 Expenses and Limitations Thereon. (a) Organizational and Operating
Expenses.




          (i) The Managing Owner or an Affiliate of the Managing Owner shall be responsible for the
payment of all Organization and Offering Expenses incurred in connection with the creation of the
Master Fund and sale of Shares during or prior to the Initial
Offering Period and the Continuous Offering Period.




 









 







          (ii) Organization and Offering Expenses shall mean those expenses incurred in connection
with the formation, qualification and registration of the Master Fund and the Shares and in
offering, distributing and processing the Shares under applicable U.S. federal law, and any
other expenses actually incurred and, directly or indirectly, related to the organization of
the Master Fund or the initial and continuous offering of the Shares, including, but not
limited to, expenses such as: (i) initial and ongoing registration fees, filing fees, escrow
fees and taxes; (ii) costs of preparing, printing (including typesetting), amending,
supplementing, mailing and distributing the Registration Statement, the Exhibits thereto and
the Prospectus during the Initial Offering Period and the Continuous Offering Period; (iii)
the costs of qualifying, printing, (including typesetting), amending, supplementing, mailing
and distributing sales materials used in connection with the offering and issuance of the
Shares during the Initial Offering Period and the Continuous Offering
Period; and  (iv) travel,
telegraph, telephone and other expenses in connection with the offering and issuance of the
Shares during the Initial Offering Period and the Continuous Offering Period; (v) accounting,
licensing fees, auditing and legal fees (including disbursements related thereto) incurred in
connection therewith.




     (b) Routine Operational Administrative and Other Ordinary and Extraordinary Expenses.
All ongoing charges, costs and expenses of the Master Fund’s operation, including, but not limited
to, the routine expenses associated with: (i) all brokerage commissions, including applicable
exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and
expenses charged in connection with trading activities; (ii) preparation of monthly, quarterly,
annual and other reports required by applicable U.S. federal and state regulatory authorities;
(iii) Master Fund meetings and preparing, printing and mailing of proxy statements and reports to
Shareholders; (iv) the payment of any distributions related to redemption of Baskets; (v) routine
services of the Trustee, legal counsel and independent accountants; (vi) routine accounting and
bookkeeping services, whether performed by an outside service provider or by Affiliates of the
Managing Owner; (vii) postage and insurance; (viii) client relations and services; (ix) computer
equipment and system maintenance; (x) the Management Fee and licensing fees; (xi) required payments
to any other service providers of the Master Fund pursuant to any applicable contract; and (xii)
extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification related thereto) shall be billed to and/or paid by the Master Fund.




     (c) The Managing Owner or any Affiliate of the Managing Owner may only be reimbursed for the
actual cost to the Managing Owner or such Affiliate of any expenses which it advances on behalf of
the Master Fund for which payment the Master Fund is responsible. In addition, payment to the
Managing Owner or such Affiliate for indirect expenses incurred in performing services for the
Master Fund in its capacity as the managing owner of the Master Fund, such as salaries and fringe
benefits of officers and directors, rent or depreciation, utilities and other administrative items
generally falling within the category of the Managing Owner’s “overhead,” is prohibited.




 










 






     (d) The Master Fund hereby assumes all of the Limited Owner’s expenses and costs
of each and every type whatsoever, which shall be deemed to be and treated for all purposes of
this Trust Agreement as expenses and costs of the Master Fund.



     4.9. Compensation of the Managing Owner. The Master Fund shall pay to the Managing
Owner, monthly in arrears, a management fee in an amount equal to
0.666% (0.85% per annum) (the
“Management Fee”) of the Master Fund’s Net Asset Value as of the end of each month. The Managing
Owner shall, in its capacity as a Shareholder, be entitled to receive allocations and
distributions pursuant to the provisions of this Trust Agreement.



     4.10 Other Business of Shareholders. Except as otherwise specifically provided herein,
any of the Shareholders and any shareholder, officer, director, employee or other person holding a
legal or beneficial interest in an entity which is a Shareholder, may engage in or possess an
interest in other business ventures of every nature and description, independently or with others,
and the pursuit of such ventures, even if competitive with the business of the Master Fund, shall
not be deemed wrongful or improper.



     4.11 Voluntary Withdrawal of the Managing Owner. The Managing Owner may withdraw
voluntarily as the Managing Owner of the Master Fund only upon one hundred and twenty (120) days’
prior written notice to the Limited Owner and the Trustee. If the withdrawing Managing Owner is the
last remaining Managing Owner, the Limited Owner may appoint, effective as of a date on or prior to
the withdrawal, a successor Managing Owner who shall carry on the business of the Master Fund. In
the event of its removal or withdrawal, the Managing Owner shall be entitled to a redemption of its
General Shares at the Net Asset Value thereof on the next Redemption Date following the date of
removal or withdrawal. If the Managing Owner withdraws and a successor Managing Owner is named, the
withdrawing Managing Owner shall pay all expenses as a result of its withdrawal.



     4.12 Authorization of Registration Statement. The Limited Owner hereby agrees that the
Master Fund, the Managing Owner and the Trustee are authorized to execute, deliver and perform the
agreements, acts, transactions and matters contemplated hereby or described in or contemplated by
the Registration Statement and the Prospectus included therein on behalf of the Master Fund without
any further act, approval or vote of the Limited Owner, notwithstanding any other provision of this
Trust Agreement, the Delaware Trust Statute or any applicable law, rule or regulation.



     4.13 Litigation. The Managing Owner is hereby authorized to prosecute, defend,
settle or compromise actions or claims at law or in equity as may be necessary or proper to enforce
or protect the Master Fund’s interests. The Managing Owner shall satisfy any judgment, decree or
decision of any court, board or authority having jurisdiction or any settlement of any suit or
claim prior to judgment or final decision thereon, first, out of any insurance proceeds available
therefor, next, out of the Master Fund’s assets and, thereafter, out of the assets (to the extent
that it is permitted to do so under the various other provisions of this Trust Agreement) of the
Managing Owner.



ARTICLE V




TRANSFERS OF SHARES




     5.1 Transfer of Managing Owner’s General Shares.




     (a) Upon an Event of Withdrawal (as defined in Section 13.1), the Managing Owner’s Shares
shall be purchased by the Master Fund for a purchase price in cash equal to the Net Asset
Value thereof. The Managing Owner will not cease to be a Managing Owner of the Master Fund
merely upon the occurrence of its making an assignment for the benefit of creditors, filing a
voluntary petition in bankruptcy, filing a petition or answer seeking for itself any
reorganization, arrangement,



 









 







composition, readjustment, liquidation, dissolution or similar relief under any statute, law or
regulation, filing an answer or other pleading admitting or failing to contest material
allegations of a petition filed against it in any proceeding of this nature or seeking, consenting
to or acquiescing in the appointment of a Trustee, receiver or liquidator for itself or of all or
any substantial part of its properties.




     (b) To the full extent permitted by law, and on sixty (60) days’ prior written notice to the
Limited Owner of its right to vote thereon, if the transaction is other than with an Affiliated
entity, nothing in this Trust Agreement shall be deemed to prevent the merger of the Managing Owner
with another corporation or other entity, the reorganization of the Managing Owner into or with any
other corporation or other entity, the transfer of all the capital stock of the Managing Owner or
the assumption of the Shares, rights, duties and liabilities of the Managing Owner by, in the case
of a merger, reorganization or consolidation, the surviving corporation or other entity by
operation of law or the transfer of the Managing Owner’s Shares to an Affiliate of the Managing
Owner. Without limiting the foregoing, none of the transactions referenced in the preceding
sentence shall be deemed to be a voluntary withdrawal for purposes of Section 4.11 or an Event of
Withdrawal or assignment of Shares for purposes of Sections 5.2(a) or 5.2(c).




     (c) Upon assignment of all of its Shares, the Managing Owner shall not cease to be a Managing
Owner of the Master Fund, or to have the power to exercise any rights or powers as a Managing
Owner, or to have liability for the obligations of the Master Fund under Section 1.7 hereof, until
an additional Managing Owner, who shall carry on the business of the Master Fund, has been admitted
to the Master Fund.



     5.2
Transfer of Limited Shares.



     (a) The Managing Owner reserves the right to permit or deny, in its sole discretion, any
written requests from the Limited Owner with respect to transferring Limited Shares. Permitted
assignees of the Limited Owner shall be admitted as a substitute Limited Owner pursuant to this
Article V only upon the Managing Owner’s prior written consent.




     (i) A substituted Limited Owner is a permitted assignee that has been admitted as a
Limited Owner with all the rights and powers of a Limited Owner hereunder. If all of the
conditions provided in Section 5.2(b) below are satisfied, then the Managing Owner shall
admit permitted assignees into the Master Fund as a Limited Owner by making an entry on the
books and records of the Master Fund reflecting that such permitted assignees have been
admitted as a Limited Owner, and such permitted assignees will be deemed a Limited Owner at
such time as such admission is reflected on the books and records of the Master Fund.




     (ii) A permitted assignee is a Person to whom a Limited Owner has assigned its Limited
Shares with the consent of the Managing Owner, as provided below in Section 5.2(d) but who
has not become a substituted Limited Owner. A permitted assignee shall have no right to vote,
to obtain any information on or account of the Master Fund’s transactions or to inspect the
Master Fund’s books, but shall only be entitled to receive the share of the profits, or the
return of the Capital Contribution, to which its assignor would otherwise be entitled as set
forth in Section 5.2(d) below to the extent of the Limited Shares assigned. The Limited Owner
agrees that any permitted assignee may become a substituted Limited Owner without the further
act or consent of the Limited Owner, regardless of whether its permitted assignee becomes a
substituted Limited Owner.




     (iii) A Limited Owner shall bear all extraordinary costs (including attorneys’ and
accountants’ fees), if any, related to any transfer, assignment, pledge or encumbrance of its
Limited Shares.



 









 





     (b) No permitted assignee of the whole or any portion of a Limited Owner’s Limited Shares
shall have the right to become a substituted Limited Owner in place of its assignor unless all of
the following conditions are satisfied:




     (i) The written consent of the Managing Owner to such substitution shall be obtained,
the granting or denial of which shall be within the sole and absolute discretion of the
Managing Owner, subject to the provisions of Section 5.2(d)(i).




     (ii) A duly executed and acknowledged written instrument of assignment has been filed
with the Master Fund setting forth the intention of the assignor that the permitted assignee
become a substituted Limited Owner in its place;




     (iii) The assignor and permitted assignee execute and acknowledge and/or deliver such
other instruments as the Managing Owner may deem necessary or desirable to effect such
admission, including the execution, acknowledgment and delivery to the Managing Owner, as a
counterpart to this Trust Agreement, of a Power of Attorney in the form set forth in the
Subscription Agreement; and




     (iv) Upon the request of the Managing Owner, an opinion of the Master Fund’s independent
legal counsel is obtained to the effect that (A) the assignment will not jeopardize the
Master Fund’s tax classification as a partnership and (B) the assignment does not violate
this Trust Agreement or the Delaware Trust Statute.



     (c) Any Person admitted as a Shareholder shall be subject to all of the provisions of this
Trust Agreement as if an original signatory hereto.



     (d) Subject to the provisions of Section 5.2(e) below and to the provisions of this Section
generally, a Limited Owner, subject to the Managing Owner’s consent, may have the right to assign
all or any of its Limited Shares to any assignee by a written assignment (on a form acceptable to
the Managing Owner) the terms of which are not in contravention of any of the provisions of this
Trust Agreement, which assignment has been executed by the assignor and received by the Master Fund
and recorded on the books thereof. An assignee of a Limited Share (or any interest therein) will
not be recognized as a permitted assignee without the consent of the Managing Owner, which consent
the Managing Owner may withhold in its sole discretion. The Managing Owner shall incur no liability
to any investor or prospective investor for any action or inaction by the Managing Owner in
connection with the foregoing, provided it acted in good faith.




     (i) Except as specifically provided in this Trust Agreement, a permitted assignee of a
Share shall be entitled to receive distributions attributable to the Share acquired by reason
of such assignment from and after the effective date of the assignment of such Share to the
assignee. The “effective date” of an assignment of a Limited Share shall be determined by the
Managing Owner in its sole discretion.




     (ii) Anything herein to the contrary notwithstanding, the Master Fund and the Managing
Owner shall be entitled to treat the permitted assignor of such Share as the absolute owner
thereof in all respects, and shall incur no liability for distributions made in good faith to
the assignor, until such time as the written assignment has been received by, and recorded on
the books of, the Master Fund.




     (iii) No assignment or transfer of a Share may be made which would result in the Limited
Owner and permitted assignees of the Limited Owner owning, directly or indirectly,
individually or in the aggregate, five percent (5%) or more of the stock of the Managing
Owner



 









 






or any related person as defined in Sections 267(b) and 707(b)(l) of the Code. If any
such assignment or transfer would otherwise be made by bequest, inheritance of operation
of law, the Share transferred shall be deemed sold by the transferor to the Master Fund
immediately prior to such transfer.



     (e) The Managing Owner, in its sole discretion, may cause the Master Fund to make, refrain
from making, or once having made, to revoke, the election referred to in Section 754 of the
Code, and any similar election provided by state or local law, or any similar provision enacted
in lieu thereof.



     (f) The Managing Owner, in its sole discretion, may cause the Master Fund to make, refrain
from making, or once having made, to revoke the election by a qualified fund under Code Section
988(c)(l)(E)(iii)(V), and any similar election provided by state or local law, or any similar
provision enacted in lieu thereof.



     (g) The Limited Owner hereby agrees to indemnify and hold harmless the Master Fund and
each Shareholder against any and all losses, damages, liabilities or expense (including,
without limitation, tax liabilities or loss of tax benefits) arising, directly or indirectly,
as a result of any transfer or purported transfer by the Limited Owner in violation of any
provision contained in this Section 5.2.



     (h) A transferee of a Master Fund interest shall succeed to a pro rata portion of the
Capital Account of the transferor relating to the Master Fund interest so transferred;
provided, however, that if the transfer is found to cause a termination of the partnership
under Section 708(b)(l)(B) of the Code, the Master Fund’s properties shall be deemed to have
been distributed in liquidation of the Master Fund to the Shareholders (including any
transferee) pursuant to Article VIII (after adjusting the balance of the Capital Accounts of
Shareholders as provided in Section 6.1) and recontributed by such Shareholders in
reconstitution of the Master Fund. Any such deemed distribution shall be treated as an actual
distribution for purposes of this Agreement.



ARTICLE VI




DISTRIBUTIONS AND ALLOCATIONS




     6.1 Capital Accounts. The Master Fund shall maintain for each Shareholder
(which includes beneficial owners of Master Fund interests where information regarding the
identity of such owner has been furnished to the Master Fund in
accordance with Section 6031(c)
or the Code or any other method acceptable to the Managing Owner in its sole discretion) owning a
Master Fund interest a separate Capital Account with respect to such Master Fund interest in
accordance with the rules of Treasury
Regulation Section 1.704-1(b)(2)(iv). The initial balance of
each Shareholder’s book capital account shall be the amount of its initial Capital Contribution.
Such Capital Account shall be (i) increased by the amount of all Capital Contributions made with
respect to the Master Fund interest and all items of Master Fund income and gain computed and
allocated to the Master Fund Shares in accordance with this Agreement and (ii) decreased by the
amount of cash distributions made with respect to such Master Fund interest and all items of
Master Fund deduction and loss computed and allocated in accordance with this Agreement.




     (a)
Consistent with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(f),
upon an issuance of additional Shares for cash, the Capital Accounts of all Shareholders shall,
immediately prior to such issuances, be adjusted (consistent with the provisions hereof)
upwards or downwards to reflect any Unrealized Gain or Unrealized Loss attributable to each
Master Fund property, as if such Unrealized Gain or Loss had been recognized upon an actual
sale of each such property,




 









 









immediately prior to such issuance, and had been allocated to the Shareholders at such time
pursuant to Section 6.3.




     (b)
In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately
prior to the distribution of cash in redemption of all or a portion of a Shareholder’s Shares,
the Capital Accounts of all Shareholders shall, immediately prior to any such distribution, be
adjusted (consistent with the provisions hereof) upward or downward to reflect any Unrealized
Gain or Unrealized Loss attributable to each Master Fund property, as if such Unrealized Gain
or Unrealized Loss had been recognized upon an actual sale of each property, immediately prior
to such distribution, and had been allocated to the Shareholders at such time pursuant to
Section 6.3.



     6.2 Monthly Closing of Books. Within 45 days after the end of each calendar month or
such shorter period as required for the final closing of the books for the taxable year, the Master
Fund shall conduct an interim closing of the books as of the end of the last day of that calendar
month. On the basis of the closing of the books for each calendar month, the Master Fund shall
determine the amount of Profit and Loss attributable to that calendar month. Profits and Losses
shall be determined in accordance with the accounting methods followed by the Master Fund for
federal income tax purposes.



     6.3 Monthly Allocations. All allocations to Shareholders of items included within the
Master Fund’s Profits and Losses attributable to each calendar month shall be allocated solely
among the Shareholders recognized as shareholders as of the close of the last trading day of the
preceding month, as follows:




     (a) For purposes of maintaining the Capital Accounts and in determining the rights of the
Shareholders among themselves, except as otherwise provided in this Article VI, each item of
income, gain, loss and deduction shall be allocated among Shareholders in accordance with their
respective Percentage Interests.




     (b) Any item of loss or deduction otherwise allocated to the Managing Owner pursuant to
Section 6.3(a) which is in excess of such Managing Owner’s positive Adjusted Capital Account
balance (following adjustment to reflect the allocation of all other items for such period)
shall instead be allocated to the other Shareholders in accordance with their respective
Percentage Interests to the extent such item of loss or deduction exceeds such Managing Owner’s
Adjusted Capital Account balance; provided that the allocation of any such item to such other
Shareholders shall only be made hereunder to the extent the allocation would not result in or
increase a negative balance in the Adjusted Capital Account of such other Shareholder. If such
an allocation occurs, items of income or gain that would otherwise be allocated to the Managing
Owner equal to the amount of such allocated loss or deduction will be allocated to the other
Shareholders in accordance with their Percentage Interests as quickly as possible.




     (c) If any Shareholder unexpectedly receives any adjustments, allocations or distributions
described in Treasury Regulation Sections 1.704-4(b)(ii)(d)(4), (5) or (6), items of Master
Fund income and gain shall be specially allocated to such Shareholder in an amount and manner
sufficient to eliminate a deficit in its Adjusted Capital Account created by such adjustments,
allocations or distributions as quickly as possible. This Section 6.3(c) is intended to
constitute a “qualified income offset” within the meaning of Treasury Regulation Section
1.704-1(b)(2)(ii)(d).




     (d) Notwithstanding any other provision of this Agreement, upon or prior to the issuance
of additional Shares, the Managing Owner shall have the sole and complete discretion, without
the approval of any other Shareholder, to amend any provision of this Article VI in any manner
as is necessary, appropriate or advisable to comply with any current or future provisions of
the Code or the Treasury Regulations or to implement the terms and conditions of any Shares.



 









 





     6.4 Code Section 754 Adjustments. To the extent an adjustment to the tax basis of any
Master Fund asset pursuant to Section 743(b) or 743(c) of the Code is required, pursuant to
Treasury Regulation Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital
Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain
(if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such
basis) and such item of gain or loss shall be specially allocated to the Shareholders in a manner
consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to
such regulation. For purposes of computing the adjustments under Section 743(b) of the Code, the
Master Fund is authorized (but not required) to adopt a convention whereby the price paid by a
transferee of Shares will be deemed to be the lowest quoted closing price of the Shares on the
Exchange during the calendar month in which such transfer is deemed to occur pursuant to Section
5.2 without regard to the actual price paid by the transferee.



     6.5 Allocation of Profit and Loss for U.S. Federal Income Tax Purposes.




     (a) Except as otherwise provided, each item of income, gain, loss, deduction and credit of
the Master Fund shall be allocated among the Shareholders in accordance with their respective
Percentage Interests.




     (b) In an attempt to eliminate Book-Tax Disparities attributable to Adjusted Property,
items of income, gain, and loss will be allocated for federal income tax purposes among the
Shareholders as follows:




     (i) Items attributable to an Adjusted Property will be allocated among the
Shareholders in a manner consistent with the principles of Section 704(c) of the Code to
take into account the Unrealized Gain or Loss attributable to the Adjusted Property and
the allocations thereof pursuant to Section 6.3(a) and (b).




     (ii) Any items of income, gain, loss or deduction otherwise allocable under this
Section 6.5 shall be subject to allocation by the Managing Owner in a manner designed to
eliminate, to the maximum extent possible, Book-Tax Disparities in an Adjusted Property
otherwise resulting from the application of the ceiling limitation under Section 704(c)
principles to the allocations provided under this Section.




     (iii) Subject to this Section 6.5(b), any items of income, gain, loss or deduction
otherwise allocable to the Managing Owner pursuant to Section 6.3(a) that constitutes the
tax corollary of an item of “book” income, gain, loss or deduction that has been allocated
to the other Shareholders pursuant to Section 6.3(b) shall be allocated to the other
Shareholders in the same manner and to the same extent provided in this Section 6.5(b).




     (iv) If any Shareholder unexpectedly receives any adjustments, allocations or
distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d), items of
income and gain shall be specially allocated to such Shareholder in an amount and manner
consistent with the allocations of income and gain pursuant to Section 6.3(c).




     (c) The tax allocations prescribed by this Section 6.5 shall be made to each holder of a
Share whether or not the holder is a substituted Limited Owner. For purposes of this Section
6.5, tax allocations shall be made to the Managing Owner’s Shares on a Share-equivalent basis.




     (d) The allocation of income and loss (and items thereof) for U.S. federal income tax
purposes set forth in this Section 6.5 is intended to allocate taxable income and loss among
Shareholders generally in the ratio and to the extent that net profit and net loss shall be
allocated to such Shareholders under Section 6.3 so as to eliminate, to the extent possible,
any disparity between a



 









 






Shareholder’s book capital account and its tax capital account, consistent with the
principles set forth in Sections 704(b) and (c)(2) of the Code.




     (e) Notwithstanding this Section 6.5, if after taking into account any distributions to
be made with respect to such Share for the relevant period pursuant to Section 6.7 herein, any
allocation would produce a deficit in the book capital account of a Share, the portion of such
allocation that would create such a deficit shall instead be allocated pro rata to the book
capital accounts of all the remaining Shareholders (subject to the same limitation).



     6.6 Effect of Section 754 Election. All items of income, gain, loss, deduction and
credit recognized by the Master Fund for federal income tax purposes and allocated to Shareholders
in accordance with the provisions of this Agreement shall be determined without regard to any
election under section 754 of the Code which may be made by the Master Fund; provided, however,
that such allocations, once made, shall be adjusted as necessary or appropriate to take into
account those adjustments permitted or required by Sections 734 or 743 of the Code.



     6.7 Allocation of Distributions. Initially, distributions shall be made by the
Managing Owner, and the Managing Owner shall have sole discretion in determining the amount and
frequency of distributions, other than redemptions, with respect to the Shares; provided, however,
that no distribution shall be made that violates the Delaware Trust Statute. The aggregate
distributions made in a Fiscal Year (other than distributions on termination, which shall be
allocated in the manner described in Article XIII) shall be allocated among the holders of record
of Shares in the ratio in which the number of Shares held of record by each of them bears to the
number of Shares held of record by all of the Shareholders as of the record date of such
distribution; provided, further, however, that any distribution made in respect of a Share shall
not exceed the book capital account for such Share.



     6.8
Admissions of Shareholders; Transfers. For purposes of this Article VI, items of
the Master Fund’s income, gain, loss, deduction and credit attributable to a transferred Share
shall, for federal income tax purposes, be determined on an annual basis and prorated on a monthly
basis (or other basis, as required or permitted by Section 706 of the Code) and shall be allocated
to the Shareholders who own the Shares as of the close of the Exchange on the last day of the month
in which the transfer is recognized by the Master Fund; provided that, gain or loss on the sale or
other disposition of all or a substantial portion of the assets of the Master Fund shall be
allocated to the Shareholders who own Shares as of the close of the Exchange on the last day of the
month in which such gain or loss is recognized for federal income tax purposes. The Managing Owner
may revise, alter or otherwise modify such methods of determination and allocation as it determine
necessary, to the extent permitted by Section 706 of the Code and the regulations or rulings
promulgated thereunder.



     6.9 Liability for State and Local and Other Taxes. In the event that the Master Fund
shall be separately subject to taxation by any state or local or by any foreign taxing authority,
the Master Fund shall be obligated to pay such taxes to such jurisdiction. In the event that the
Master Fund shall be required to make payments to any U.S. federal, state or local or any foreign
taxing authority in respect of any Shareholder’s allocable share of income, the amount of such
taxes shall be considered a loan by the Master Fund to such Shareholder, and such Shareholder shall
be liable for, and shall pay to the Master Fund, any taxes so required to be withheld and paid over
by the Master Fund within ten (10) days after the Managing Owner’s request therefor. Such
Shareholder shall also be liable for (and the Managing Owner shall be entitled to redeem additional
Shares of the foreign Shareholder as necessary to satisfy) interest on the amount of taxes paid
over by the Master Fund to the IRS or other taxing authority, from the date of the Managing Owner’s
request for payment to the date of payment or the redemption, as the case may be, at the rate of
two percent (2%) over the prime rate charged from time to time by Citibank, N.A. The amount, if
any, payable by the Master Fund to the Shareholder in respect of its Shares so redeemed, or in
respect of any other actual distribution by the Master Fund to such Shareholder, shall be reduced
by any obligations owed to the Master Fund by the Shareholder, including, without limitation,



 









 




the amount of any taxes required to be paid over by the Master Fund to the IRS or other taxing
authority and interest thereon as aforesaid. Amounts, if any, deducted by the Master Fund from any
actual distribution or redemption payment to such Shareholder shall be treated as an actual
distribution to such Shareholder for all purposes of this Trust Agreement.




     6.10 Consent to Methods. The methods set forth in this Article VI by which
Distributions are made and items of Profit and Loss are allocated are hereby expressly consented
to by each Shareholder as an express condition to becoming a Shareholder.



ARTICLE VII




REDEMPTIONS




     7.1 Redemption of Redemption Baskets. The following procedures, as
supplemented by the more detailed procedures agreed from time-to-time between the Managing Owner
and the Limited Owner, will govern the Trust with respect to the redemption of Redemption Baskets.




     (a) On any Business Day, a Shareholder may redeem one or more Redemption Baskets by
delivering a request for redemption to the Managing Owner (such request a “Redemption
Order”) in accordance with such procedures as the Managing Owner shall from time-to-time
determine.




     (b) To be effective, a Redemption Order must be submitted on a Business Day by the Order
Cut-Off Time in form satisfactory to the Managing Owner (the Business Day on which the
Redemption Order is so submitted, the “Redemption Order Date”). The Managing Owner shall reject
any Redemption Order the fulfillment of which its counsel advises may be illegal under
applicable laws and regulations, and the Managing Owner shall have no liability to any person
for rejecting a Redemption Order in such circumstances.




     (c) Subject to deduction of any tax or other governmental charges due thereon, if any, the
redemption distribution (“Redemption Distribution”) shall consist of cash in an amount equal to
the product obtained by multiplying (i) the number of Redemption Baskets set forth in the
relevant Redemption Order by (ii) the Net Asset Value Per Basket as of the closing time of the
Exchange or the last to close of the exchanges on which any of the Index Commodities is traded,
whichever is later, on the Redemption Order Date.




     (d) By noon New York time on the Business Day immediately following the Redemption Order
Date (the “Redemption Settlement Time”), if the Managing Owner’s account at the
Depository has by noon, New York time, on such day been credited with the Redemption Baskets
being tendered for redemption and the Managing Owner has by such time received the Transaction
Fee, the Managing Owner shall deliver the Redemption Distribution by means of such procedures
as the Managing Owner shall determine from time-to-time. If by such Redemption Settlement Time,
the Managing Owner has not received from a redeeming Shareholder all Redemption Baskets
comprising the Redemption Order, the Managing Owner will (i) settle the Redemption Order to the
extent of whole Redemption Baskets received from the Shareholder and (ii) keep the
Shareholder’s Redemption Order open until noon, New York time, on the first Business Day
following the Redemption Settlement Date as to the balance of the Redemption Order (such
balance, the “Suspended Redemption Order”). If the Redemption Basket(s) comprising the
Suspended Redemption Order are credited to Managing Owner’s account by noon, New York time, on
such following Business Day, the Redemption Distribution with respect to the Suspended
Redemption Order shall be paid in the manner provided in the second preceding sentence. If by
such Redemption Settlement Time, the Managing Owner has not received from the redeeming
Shareholder all Redemption Baskets comprising the Suspended Redemption Order, the Managing
Owner will settle the Suspended



 









 






Redemption Order to the extent of whole Redemption Baskets then received and any balance of
the Suspended Redemption will be cancelled. Notwithstanding the foregoing, when and under such
conditions as the Managing Owner may from time to time determine, the Managing Owner shall be
authorized to deliver the Redemption Distribution notwithstanding that a Redemption Basket has
not been credited to the Trust’s account if the Shareholder has collateralized its obligation
to deliver the Redemption Basket on such terms as the Managing Owner may, in its sole
discretion, from time to time agree.




     (e) The Managing Owner may, in its discretion, suspend the right of redemption, or
postpone the Redemption Settlement Date: (i) for any period during which the Exchange is closed
other than customary weekend and holiday closings, or trading is suspended or restricted; (ii)
for any period during which an emergency exists as a result of which delivery, disposal or
evaluation of the Master Fund’s assets is not reasonably practicable, or (iii) for such other
period as the Managing Owner determines to be necessary for the protection of the Limited
Owner. The Managing Owner will not be liable to any person or in any way for any loss or
damages that may result from any such suspension or postponement.




     (f) Redemption Baskets effectively redeemed pursuant to the provisions of this Section 7.1
shall be cancelled.




     (g) Baskets may not be redeemed during the Initial Offering Period.



     7.2 Other Redemption Procedures. The Managing Owner from time to time may, but shall
have no obligation to, establish procedures with respect to redemption of Limited Shares in lot
sizes smaller than the Redemption Basket and permitting the Redemption Distribution to be in a
form, and delivered in a manner, other than that specified in Section 7.1.



ARTICLE VIII




THE LIMITED OWNER




     8.1 No Management or Control; Limited Liability. The Limited Owner shall not
participate in the management or control of the Master Fund’s business nor shall it transact any
business for the Master Fund or have the power to sign for or bind the Master Fund, said power
being vested solely and exclusively in the Managing Owner. Except as provided in Section 8.3
hereof, the Limited Owner shall not be bound by, or be personally liable for, the expenses,
liabilities or obligations of the Master Fund in excess of its Capital Contribution plus its share
of any Trust Estate in which the Limited Owner owns a share and profits remaining, if any. Except
as provided in Section 8.3 hereof, each Limited Share owned by the Limited Owner shall be fully
paid and no assessment shall be made against the Limited Owner. No salary shall be paid to the
Limited Owner in its capacity as the Limited Owner, nor shall the Limited Owner have a drawing
account or earn interest on its contribution.



     8.2 Rights and Duties. The Limited Owner shall have the following rights, powers,
privileges, duties and liabilities:




     (a) The Limited Owner shall have the right to obtain from the Managing Owner information
of all things affecting the Master Fund, provided that such is for a purpose reasonably related
to the Limited Owner’s interest as a beneficial owner of the Master Fund, including, without
limitation, such reports as are set forth in Article IX. The foregoing rights are in addition
to, and do not limit, other remedies available to the Limited Owner under U.S. federal or state
law.




     (b) The Limited Owner shall receive the share of the distributions provided for in this
Trust Agreement in the manner and at the times provided for in this Trust Agreement.



 









 






     (c) Except for the Limited Owner’s redemption rights set forth in Article VII hereof, the
Limited Owner shall have the right to demand the return of its Capital Account only upon the
dissolution and winding up of the Master Fund and only to the extent of funds available
therefor. In no event shall the Limited Owner be entitled to demand or receive property other
than cash. The Limited Owner shall not have any right to bring an action for partition against
the Master Fund.




     (d) The Limited Owner may (i) continue the Master Fund as provided in Section 13.1 (a),
(ii) remove the Managing Owner on reasonable prior written notice to the Managing Owner, (iii)
elect and appoint one or more additional Managing Owners, or consent to such matters, (iv)
approve a material change in investment policies, as set forth in the Prospectus, (v) approve
the termination of any agreement entered into between the Master Fund and the Managing Owner or
any Affiliate of the Managing Owner for any reason, without penalty, (vi) approve amendments to
this Trust Agreement as set forth in Section 11.1 hereof, and (vii) terminate the Trust as
provided in Section 13.1(e), and in the case of (iii), (iv) and (v), in each instance on sixty
(60) days’ prior written notice.



     Except as set forth above, the Limited Owner shall have no voting or other rights with respect
to the Master Fund.



     8.3 Limitation on Liability.




     (a) Except as provided in Sections 4.7(f), 5.2(g) and 6.9 hereof, and as otherwise
provided under Delaware law, the Limited Owner shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit organized under
the general corporation law of Delaware and no Limited Owner shall be liable for claims
against, or debts of the Master Fund in excess of his Capital Contribution and its share of the
applicable Trust Estate and undistributed profits, except in the event that the liability is
founded upon misstatements or omissions contained in such Limited Owner’s participant agreement
delivered in connection with its purchase of Shares. In addition, and subject to the exceptions
set forth in the immediately preceding sentence, the Master Fund shall not make a claim against
a Limited Owner with respect to amounts distributed to such Limited Owner or amounts received
by such Limited Owner upon redemption unless, under Delaware law, such Limited Owner is liable
to repay such amount.




     (b) The Master Fund shall indemnify to the full extent permitted by law and the other
provisions of this Trust Agreement, and to the extent of the applicable Trust Estate, each
Limited Owner (excluding the Managing Owner to the extent of its ownership of any Limited
Shares) against any claims of liability asserted against such Limited Owner solely because it
is a beneficial owner of Shares as a Limited Owner (other than for taxes for which such Limited
Owner is liable under Section 6.9 hereof).




     (c) Every written note, bond, contract, instrument, certificate or undertaking made or
issued by the Managing Owner shall give notice to the effect that the same was executed or made
by or on behalf of the Master Fund and that the obligations of such instrument are not binding
upon the Limited Owner individually but are binding only upon the assets and property of the
Master Fund, and no resort shall be had to the Limited Owner’s personal property for
satisfaction of any obligation or claim thereunder, and appropriate references may be made to
this Trust Agreement and may contain any further recital which the Managing Owner deems
appropriate, but the omission thereof shall not operate to bind the Limited Owner individually
or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking.
Nothing contained in this Section 8.3 shall diminish the limitation on the liability of the
Master Fund to the extent set forth in Section 3.3 and
3.4 hereof.



 









 





ARTICLE IX




BOOKS OF ACCOUNT AND REPORTS




     9.1 Books of Account. Proper books of account for the Master Fund shall be kept
and shall be audited annually by an independent certified public accounting firm selected by the
Managing Owner in its sole discretion, and there shall be entered therein all transactions, matters
and things relating to the Master Fund’s business as are required by the CE Act and regulations
promulgated thereunder, and all other applicable rules and regulations, and as are usually entered
into books of account kept by Persons engaged in a business of like character. The books of account
shall be kept at the principal office of the Master Fund and each Limited Owner (or any duly
constituted designee of a Limited Owner) shall have, at all times during normal business hours,
access to and the right to inspect and copy the same for any purpose reasonably related to the
Limited Owner’s interest as a beneficial owner of the Master Fund, including such access as is
required under CFTC rules and regulations. Such books of account shall be kept, and the Master Fund
shall report its Profits and Losses on, the accrual method of accounting for financial accounting
purposes on a Fiscal Year basis as described in Article X.



     9.2 Annual Reports and Monthly Statements. Each Limited Owner shall be furnished as of
the end of each month and as of the end of each Fiscal Year with (a) such reports (in such detail)
as are required to be given to the Limited Owner by the CFTC and the NFA, (b) any other reports (in
such detail) required to be given to the Limited Owner by any other governmental authority which
has jurisdiction over the activities of the Master Fund and (c) any other reports or information
which the Managing Owner, in its discretion, determines to be necessary or appropriate.



     9.3 Tax Information. Appropriate tax information (adequate to enable the Limited Owner
to complete and file its U.S. federal tax return) shall be delivered to the Limited Owner as soon
as practicable following the end of each Fiscal Year but generally no later than March 30.



     9.4 Calculation of Net Asset Value. Net Asset Value shall be calculated at such times
as the Managing Owner shall determine from time-to-time.



     9.5 Maintenance of Records. The Managing Owner shall maintain: (a) for a period of at
least six (6) Fiscal Years all books of account required by Section 9.1 hereof; a list of the names
and last known address of, and number of Shares owned by, all Shareholders, a copy of the
Certificate of Trust and all certificates of amendment thereto, together with executed copies of
any powers of attorney pursuant to which any certificate has been executed; and copies of the
Master Fund’s U.S. federal, state and local income tax returns and reports, if any; and (b) for a
period of at least six (6) Fiscal Years copies of any effective written Trust Agreements,
participant agreements and any financial statements of the Master Fund. The Managing Owner may keep
and maintain the books and records of the Master Fund in paper, magnetic, electronic or other
format at the Managing Owner may determine in its sole discretion, provided the Managing Owner uses
reasonable care to prevent the loss or destruction of such records.



     9.6 Certificate of Trust. Except as otherwise provided in the Delaware Trust Statute
or this Trust Agreement, the Managing Owner shall not be required to mail a copy of any Certificate
of Trust filed with the Secretary of State of the State of Delaware to the Limited Owner; however,
such certificates shall be maintained at the principal office of the Master Fund and shall be
available for inspection and copying by the Limited Owner in accordance with this Trust Agreement.
The Certificate of Trust shall not be amended in any respect if the effect of such amendment is to
diminish the limitation on interseries liability under Section 3804 of the Delaware Trust Statute.



 









 





     9.7 Registration of Shares. The Managing Owner shall keep, at the Master Fund’s
principal place of business, a Share register in which, subject to such reasonable regulations as
it may provide, it shall provide for the registration of Shares and of transfers of Shares. Subject
to the provisions of Article V, the Managing Owner may treat the Person in whose name any Share
shall be registered in the Share register as the Shareholder of such Share for the purpose of
receiving distributions pursuant to Article VI and for all other purposes whatsoever.



ARTICLE X




FISCAL YEAR




     10.1 Fiscal Year. The Master Fund initially will adopt the calendar year as its
taxable year (“Fiscal Year”). The first Fiscal Year of the Master Fund shall commence on the date
of filing of the Certificate of Trust. If, after commencement of operations, applicable tax rules
require the Master Fund to adopt a taxable year other than the calendar year, then Fiscal Year
shall mean such other taxable year as required by Code Section 706 or an alternative taxable year
chosen by the Managing Owner which has been approved by the Internal Revenue Service. The Fiscal
Year in which the Master Fund shall terminate shall end on the date of termination.



ARTICLE XI




AMENDMENT OF TRUST AGREEMENT; MEETINGS




     11.1 Amendments to the Trust Agreement.




     (a) Amendments to this Trust Agreement may be proposed by the Managing Owner or by any
Limited Owner holding Shares equal to at least ten percent (10%) of the Net Asset Value of the
Master Fund. Following such proposal, the Managing Owner shall submit to the Limited Owners a
verbatim statement of any proposed amendment, and statements concerning the legality of such
amendment and the effect of such amendment on the limited liability of the Limited Owners. The
Managing Owner shall include in any such submission its recommendations as to the proposed
amendment. The amendment shall become effective only upon the written approval or affirmative
vote of the Limited Owners and upon receipt of an opinion of independent legal counsel to the
effect that the amendment is legal, valid and binding and will not adversely affect the
limitations on liability of the Limited Owner as described in Section 8.3 of this Trust
Agreement. Notwithstanding the foregoing, where any action taken or authorized pursuant to any
provision of this Trust Agreement requires the approval or affirmative vote of the Limited
Owners, and/or the approval or affirmative vote of the Managing Owners, an amendment to such
provision(s) shall be effective only upon the written approval or affirmative vote of the
Shareholders required to take or authorize such action, or as may otherwise be required by
applicable law, and upon receipt of an opinion of independent legal counsel as set forth above
in this Section 11.1. In addition, except as otherwise provided below, reduction of the Capital
Account of any assignee or modification of the percentage of Profits, Losses or distributions
to which an assignee is entitled hereunder shall not be affected by amendment to this Trust
Agreement without such assignee’s approval.




     (b) Notwithstanding any provision to the contrary contained in Section 11.1(a) hereof,
the Managing Owner may, without the approval of the Limited Owner, make such amendments to this
Trust Agreement which: (i) are necessary to add to the representations, duties or obligations
of the Managing Owner or surrender any right or power granted to the Managing Owner herein, for
the benefit of the Limited Owner; (ii) are necessary to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other provision herein or in
the Prospectus, or



 









 






to make any other provisions with respect to matters or questions arising under this Trust
Agreement or the Prospectus which will not be inconsistent with the provisions of the Trust
Agreement or the Prospectus; or (iii) the Managing Owner deems advisable, provided, however, that
no amendment shall be adopted pursuant to this clause (iii) unless the adoption thereof: (A) is
not adverse to the interests of the Limited Owner; (B) is consistent with Section 4.1 hereof; (C)
except as otherwise provided in Section ll.l(c) below, does not affect the allocation of Profits
and Losses among the Limited Owner or between the Limited Owner and the Managing Owner; and (D)
does not adversely affect the limitations on liability of the Limited Owner, as described in
Article VIII hereof or the status of the Master Fund as a partnership for U.S. federal income tax
purposes. Furthermore, (i) amendments to this Trust Agreement which adversely affect the rights of
Limited Owner, (ii) the appointment of a new Managing Owner pursuant to Section 4.2(g) above,
(iii) the dissolution of the Master Fund pursuant to Section 13.1(f) below and (iv) any material
changes in the Master Fund’s basic investment policies or structure, shall occur in each case only
upon the written approval or affirmative vote of the Limited Owner holding Shares equal to at
least a majority (over 50%) of the Net Asset Value of the Master Fund (excluding Shares held by
the Managing Owner and its Affiliates) pursuant to Section 11.1(a) above.




     (c) Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b)
hereof, the Managing Owner may, without the approval of the Limited Owner, amend the provisions of
Article VI of this Trust Agreement relating to the allocations of Profits, Losses, Unrealized Gain,
Unrealized Loss and distributions among the Shareholders if the Master Fund is advised at any time
by the Master Fund’s accountants or legal counsel that the allocations provided in Article VI of
this Trust Agreement are unlikely to be respected for U.S. federal income tax purposes, either
because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or
other developments in the law. The Managing Owner is empowered to amend such provisions to the
minimum extent necessary in accordance with the advice of the accountants and counsel to effect the
allocations and distributions provided in this Trust Agreement. New allocations made by the
Managing Owner in reliance upon the advice of the accountants or counsel described above shall be
deemed to be made pursuant to the obligation of the Managing Owner to the Master Fund and the
Limited Owner, and no such new allocation shall give rise to any claim or cause of action by the
Limited Owner.




     (d) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if
required by the Delaware Trust Statute, to reflect such change.




     (e) No amendment shall be made to this Trust Agreement without the consent of the Trustee if
it reasonably believes that such amendment adversely affects any of the rights, duties or
liabilities of the Trustee; provided, however, that the Trustee may not withhold its consent for
any action which the Limited Owner is permitted to take under Section 8.2(d) above. At the expense
of the Managing Owner, the Trustee shall execute and file any amendment to the Certificate of Trust
if so directed by the Managing Owner or if such amendment is required in the opinion of the
Trustee.




     (f) The Trustee shall be under no obligation to execute any amendment to the Trust Agreement
or to any agreement to which the Master Fund is a party until the Trustee has received an
instruction letter from the Managing Owner, in form and substance reasonably satisfactory to the
Trustee (i) directing the Trustee to execute such amendment, (ii) representing and warranting to
the Trustee that such execution is authorized and permitted by the terms of the Trust Agreement and
(if applicable) such other agreement to which the Master Fund is a party and does not conflict with
or violate any other agreement to which the Master Fund is a party and (iii) confirming that such
execution and acts related thereto are covered by the indemnity provisions of the Trust Agreement
in favor of the Trustee.



 









 






     (g) No provision of this Trust Agreement may be amended, waived or otherwise modified
orally but only by a written instrument adopted in accordance with this Section.



     11.2 Meetings of the Master Fund. Meetings of the Shareholders of the Master Fund may
be called by the Managing Owner and will be called by it upon the written request of the Limited
Owner. Such call for a meeting shall be deemed to have been made upon the receipt by the Managing
Owner of a written request from the requisite percentage of Limited Owners. The Managing Owner
shall deposit in the United States mails, within fifteen (15) days after receipt of said request,
written notice to all Shareholders of the Master Fund of the meeting and the purpose of the
meeting, which shall be held on a date, not less than thirty (30) nor more than sixty (60) days
after the date of mailing of said notice, at a reasonable time and place. Any notice of meeting
shall be accompanied by a description of the action to be taken at the meeting and an opinion of
independent counsel as to the effect of such proposed action on the liability of Limited Owner for
the debts of the Master Fund. Shareholders may vote in person or by proxy at any such meeting.



     11.3 Action without a Meeting. Any action required or permitted to be taken by
Shareholders by vote may be taken without a meeting by written consent setting forth the actions so
taken. Such written consents shall be treated for all purposes as votes at a meeting. If the vote
or consent of any Shareholder to any action of the Master Fund or any Shareholder, as contemplated
by this Trust Agreement, is solicited by the Managing Owner, then the solicitation shall be
effected by notice to each Shareholder given in the manner provided in Section 15.4. The vote or
consent of each Shareholder so solicited shall be deemed conclusively to have been cast or granted
as requested in the notice of solicitation, whether or not the notice of solicitation is actually
received by that Shareholder, unless the Shareholder expresses written objection to the vote or
consent by notice given in the manner provided in Section 15.4 below and actually received by the
Master Fund within twenty (20) days after the notice of solicitation is effected. The Managing
Owner and all persons dealing with the Master Fund shall be entitled to act in reliance on any vote
or consent which is deemed cast or granted pursuant to this Section and shall be fully indemnified
by the Master Fund in so doing. Any action taken or omitted in reliance on any such deemed vote or
consent of one or more Shareholders shall not be void or voidable by reason of timely communication
made by or on behalf of all or any of such Shareholders in any manner other than as expressly
provided in Section 15.4.



ARTICLE XII




TERM




     12.1 Term. The term for which the Master Fund is to exist shall commence on
the date of the filing of the Certificate of Trust and shall terminate pursuant to the provisions
of Article XIII hereof or as otherwise provided by law.



ARTICLE XIII




TERMINATION




     13.1 Events Requiring Dissolution of the Master Fund. The Master Fund shall
dissolve at any time upon the happening of any of the following events:



 









 






     (a) The filing of a certificate of dissolution or revocation of the Managing Owner’s
charter (and the expiration of 90 days after the date of notice to the Managing Owner of
revocation without a reinstatement of its charter) or upon the withdrawal, removal,
adjudication or admission of bankruptcy or insolvency of the Managing Owner (each of the
foregoing events an “Event of Withdrawal”), unless (i) at the time there is at least one
remaining Managing Owner and that remaining Managing Owner carries on the business of the
Master Fund or (ii) within 90 days of such Event of Withdrawal all the remaining Shareholders
agree in writing to continue the business of the Master Fund and to select, effective as of the
date of such event, one or more successor Managing Owners. If the Master Fund is terminated as
the result of an Event of Withdrawal and a failure of all remaining Shareholders to continue
the business of the Master Fund and to appoint a successor Managing Owner as provided in clause
(a)(ii) above, within 120 days of such Event of Withdrawal, the Limited Owner may elect to
continue the business of the Master Fund by forming a new statutory trust (the
“Reconstituted Master Fund”) on the same terms and provisions as set forth in this
Trust Agreement (whereupon the parties hereto shall execute and deliver any documents or
instruments as may be necessary to reform the Master Fund). Any such election must also provide
for the election of a Managing Owner to the Reconstituted Master Fund. If such an election is
made, the Limited Owner of the Master Fund shall be bound thereby and continue as the Limited
Owner of the Reconstituted Master Fund.




     (b) The occurrence of any event which would make unlawful the continued existence of the
Master Fund.




     (c) In the event of the suspension, revocation or termination of the Managing Owner’s
registration as a commodity pool operator or commodity trading advisor under the CE Act, or
membership as a commodity pool operator or commodity trading advisor with the NFA, unless at
the time there is at least one remaining Managing Owner whose registration or membership has
not been suspended, revoked or terminated.




     (d) The Master Fund becomes insolvent or bankrupt.




     (e) The Limited Owner determines to dissolve the Master Fund, notice of which is sent to
the Managing Owner not less than ninety (90) Business Days prior to the effective date of
termination.




     (f) The determination of the Managing Owner that the aggregate net assets of the Master
Fund in relation to the operating expenses of the Master Fund make it unreasonable or imprudent
to continue the business of the Master Fund, or, in the exercise of its reasonable discretion,
the determination by the Managing Owner to dissolve the Master Fund because the aggregate Net
Asset Value of the Master Fund as of the close of business on any Business Day declines below
$5 million.




     (g) The Master Fund is required to be registered as an investment company under the
Investment Company Act of 1940, as amended.



     13.2 Distributions on Dissolution. Upon the dissolution of the Master Fund, the
Managing Owner (or in the event there is no Managing Owner, such
person (the “Liquidating Trustee”) as the Limited Owner may propose and approve) shall take full charge of the Trust
Estate. Any Liquidating Trustee so appointed shall have and may exercise, without further
authorization or approval of any of the parties hereto, all of the powers conferred upon the
Managing Owner under the terms of this Trust Agreement, subject to all of the applicable
limitations, contractual and otherwise, upon the exercise of such powers, and provided that the
Liquidating Trustee shall not have general liability for the acts, omissions, obligations and
expenses of the Master Fund. Thereafter, in accordance with Section 3808(e) of the Delaware Trust
Statute, the business and affairs of the Master Fund shall be wound up and all assets shall be
liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds
therefrom



 









 







shall be applied and distributed in the following order of priority: (a) to the expenses of
liquidation and termination and to creditors, including Shareholders who are creditors, to the
extent otherwise permitted by law, in satisfaction of liabilities of the Master Fund (whether by
payment or the making of reasonable provision for payment thereof) other than liabilities for
distributions to Shareholders; and (b) to the Managing Owner and the Limited Owner pro rata in
accordance with each of its positive book Capital Account balance, less any amount owing by such
Shareholder to the Master Fund, after giving effect to all adjustments made pursuant to Article VI
and all distributions theretofore made to the Shareholders pursuant to Article VI. After the
distribution of all remaining assets of the Master Fund, the Managing Owner will contribute to the
Master Fund an amount equal to the lesser of (i) the deficit balance, if any, in its book Capital
Account, and (ii) the total Capital Contributions of the Limited Owner. Any Capital Contributions
made by the Managing Owner pursuant to this Section shall be applied first to satisfy any amounts
then owed by the Master Fund to its creditors, and the balance, if any, shall be distributed to
those Shareholders whose book Capital Account balances (immediately following the distribution of
any liquidation proceeds) were positive, in proportion to their respective positive book Capital
Account balances.




     13.3
Termination; Certificate of Cancellation. Following the dissolution and
distribution of the assets of the Master Fund, the Master Fund shall terminate and the Managing
Owner or the Liquidating Trustee, as the case may be, shall instruct the Trustee to execute and
cause such certificate of cancellation of the Certificate of Trust to be filed in accordance with
the Delaware Trust Statute. Notwithstanding anything to the contrary contained in this Trust
Agreement, the existence of the Master Fund as a separate legal entity shall continue until the
filing of such certificate of cancellation.



ARTICLE XIV




POWER OF ATTORNEY




     14.1 Power of Attorney Executed Concurrently. Concurrently with the written
acceptance and adoption of the provisions of this Trust Agreement, the Limited Owner shall execute
and deliver to the Managing Owner a Power of Attorney as part of the participant agreement, or in
such other form as may be prescribed by the Managing Owner. The Limited Owner, by its execution and
delivery hereof, irrevocably constitutes and appoints the Managing Owner and its officers and
directors, with full power of substitution, as the true and lawful attorney-in-fact and agent for
the Limited Owner with full power and authority to act in its name and on its behalf in the
execution, acknowledgment, filing and publishing of Master Fund documents, including, but not
limited to, the following:




     (a) Any certificates and other instruments, including but not limited to, any applications
for authority to do business and amendments thereto, which the Managing Owner deems appropriate
to qualify or continue the Master Fund as a business Master Fund in the jurisdictions in which
the Master Fund may conduct business, so long as such qualifications and continuations are in
accordance with the terms of this Trust Agreement or any amendment hereto, or which may be
required to be filed by the Master Fund or the Shareholders under the laws of any jurisdiction;




     (b) Any instrument which may be required to be filed by the Master Fund under the laws of
any state or by any governmental agency, or which the Managing Owner deems advisable to file;
and




     (c) This Trust Agreement and any documents which may be required to effect an amendment to
this Trust Agreement approved under the terms of the Trust Agreement, and the continuation of
the Master Fund, the admission of the signer of the Power of Attorney as a Limited Owner or of
others



 









 






as additional or substituted Limited Owners, or the termination of the Master Fund, provided
such continuation, admission or termination is in accordance with the terms of this Trust
Agreement.



     14.2 Effect of Power of Attorney. The Power of Attorney concurrently granted by the
Limited Owner to the Managing Owner:




     (a) Is a special, irrevocable Power of Attorney coupled with an interest, and shall
survive and not be affected by the dissolution, liquidation or termination of the Limited
Owner;




     (b) May be exercised by the Managing Owner for the Limited Owner by a facsimile signature
of one of its officers or by a single signature of one of its officers acting as
attorney-in-fact for all of them; and




     (c) Shall survive the delivery of an assignment by the Limited Owner of the whole or any
portion of its Limited Shares; except that where the assignee thereof has been approved by the
Managing Owner for admission to the Master Fund as a substituted Limited Owner, the Power of
Attorney of the assignor shall survive the delivery of such assignment for the sole purpose of
enabling the Managing Owner to execute, acknowledge and file any instrument necessary to
effect such substitution.



     The Limited Owner agrees to be bound by any representations made by the Managing Owner and by
any successor thereto, determined to be acting in good faith pursuant to such Power of Attorney
and not constituting negligence or misconduct.



     14.3 Limitation on Power of Attorney. The Power of Attorney concurrently granted by
the Limited Owner to the Managing Owner shall not authorize the Managing Owner to act on behalf of
the Limited Owner in any situation in which this Trust Agreement requires the approval of the
Limited Owner unless such approval has been obtained as required by this Trust Agreement. In the
event of any conflict between this Trust Agreement and any instruments filed by the Managing Owner
or any new Managing Owner pursuant to this Power of Attorney, this Trust Agreement shall control.



ARTICLE XV




MISCELLANEOUS




     15.1 Governing Law. The validity and construction of this Trust Agreement and all
amendments hereto shall be governed by the laws of the State of Delaware, and the rights of all
parties hereto and the effect of every provision hereof shall be subject to and construed according
to the laws of the State of Delaware without regard to the conflict of laws provisions thereof;
provided, however, that causes of action for violations of U.S. federal or state securities laws
shall not be governed by this Section, and provided, further, that the parties hereto intend that
the provisions hereof shall control over any contrary or limiting statutory or common law of the
State of Delaware (other than the Delaware Trust Statute) and that, to the maximum extent permitted
by applicable law, there shall not be applicable to the Master Fund, the Trustee, the Managing
Owner, the Shareholders or this Trust Agreement any provision of the laws (statutory or common) of
the State of Delaware (other than the Delaware Trust Statute) pertaining to Master Funds which
relate to or regulate in a manner inconsistent with the terms hereof: (a) the filing with any court
or governmental body or agency of Trustee accounts or schedules of Trustee fees and charges;
(b) affirmative requirements to post bonds for Trustees, officers, agents, or employees of a Master
Fund;
(c) the necessity for obtaining court or other governmental approval concerning the acquisition,
holding or disposition of real or personal property; (d) fees or other sums payable to Trustees,
officers, agents or employees of a Master Fund; (e) the allocation of receipts and expenditures to
income or principal; (f) restrictions or limitations on the permissible nature, amount or
concentration of Master Fund



 









 




investments or requirements relating to the titling, storage or other manner of holding of Master
Fund assets; or (g) the establishment of fiduciary or other standards or responsibilities or
limitations on the acts or powers of Trustees or managers that are inconsistent with the
limitations on liability or authorities and powers of the Trustee or the Managing Owner set forth
or referenced in this Trust Agreement. Section 3540 of Title 12 of the Delaware Code shall not
apply to the Master Fund. The Master Fund shall be of the type commonly called a “statutory
trust,” and without limiting the provisions hereof, the Master Fund may exercise all powers that
are ordinarily exercised by such a Master Fund under Delaware law. The Master Fund specifically
reserves the right to exercise any of the powers or privileges afforded to statutory trusts and
the absence of a specific reference herein to any such power, privilege or action shall not imply
that the Master Fund may not exercise such power or privilege or take such actions.




     15.2 Provisions In Conflict With Law or Regulations.




     (a) The provisions of this Trust Agreement are severable, and if the Managing Owner shall
determine, with the advice of counsel, that any one or more of such provisions (the
“Conflicting Provisions”) are in conflict with the Code, the Delaware Trust Statute or
other applicable U.S. federal or state laws, the Conflicting Provisions shall be deemed never
to have constituted a part of this Trust Agreement, even without any amendment of this Trust
Agreement pursuant to this Trust Agreement; provided, however, that such determination by the
Managing Owner shall not affect or impair any of the remaining provisions of this Trust
Agreement or render invalid or improper any action taken or omitted prior to such
determination. No Managing Owner or Trustee shall be liable for making or failing to make such
a determination.




     (b) If any provision of this Trust Agreement shall be held invalid or unenforceable in any
jurisdiction, such holding shall not in any manner affect or render invalid or unenforceable
such provision in any other jurisdiction or any other provision of this Trust Agreement in any
jurisdiction.



     15.3 Construction. In this Trust Agreement, unless the context otherwise requires,
words used in the singular or in the plural include both the plural and singular and words denoting
any gender include all genders. The title and headings of different parts are inserted for
convenience and shall not affect the meaning, construction or effect of this Trust Agreement.



     15.4 Notices. All notices or communications under this Trust Agreement (other than
requests for redemption of Shares, notices of assignment, transfer, pledge or encumbrance of
Shares, and reports and notices by the Managing Owner to the Limited Owner) shall be in writing and
shall be effective upon personal delivery, or if sent by mail, postage prepaid, or if sent
electronically, by facsimile or by overnight courier; and addressed, in each such case, to the
address set forth in the books and records of the Master Fund or such other address as may be
specified in writing, of the party to whom such notice is to be given, upon the deposit of such
notice in the United States mail, upon transmission and electronic confirmation thereof or upon
deposit with a representative of an overnight courier, as the case may be. Requests for redemption,
notices of assignment, transfer, pledge or encumbrance of Shares shall be effective upon timely
receipt by the Managing Owner in writing.



     15.5 Counterparts. This Trust Agreement may be executed in several counterparts, and
all so executed shall constitute one agreement, binding on all of the parties hereto,
notwithstanding that all the parties are not signatory to the original or the same counterpart.



     15.6 Binding Nature of Trust Agreement. The terms and provisions of this Trust
Agreement shall be binding upon and inure to the benefit of the heirs, custodians, executors,
estates, administrators, personal representatives, successors and permitted assigns of the
respective Shareholders. For purposes of determining the rights of any Shareholder or assignee
hereunder, the Master Fund and the Managing Owner may rely upon the Master Fund records as to who
are Shareholders and permitted assignees, and all Shareholders and assignees agree that the Master
Fund and the Managing Owner, in determining such



 









 




rights, shall rely on such records and that Limited Owner and assignees shall be bound by such
determination.




     15.7 No Legal Title to Trust Estate. Subject to the provisions of Section 1.8 in the
case of the Managing Owner, the Shareholders shall not have legal title to any part of the Trust
Estate.



     15.8 Creditors. No creditors of any Shareholders shall have any right to obtain
possession of, or otherwise exercise legal or equitable remedies with respect to, the Master Fund
Estate.



     15.9 Integration. This Trust Agreement constitutes the entire agreement among the
parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.



     15.10
Goodwill; Use of Name. No value shall be placed on the name or goodwill of the
Trust, which shall belong exclusively to GreenHaven Commodity Services, LLC.



     IN WITNESS WHEREOF, the undersigned have duly executed this Declaration of Trust and Trust
Agreement as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	CSC TRUST COMPANY OF DELAWARE,

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GREENHAVEN
COMMODITY SERVICES, LLC,
 as Managing Owner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GREENHAVEN CONTINUOUS COMMODITY INDEX FUND,

as Limited Owner	 	 
	 
	 	 	 	 	 	 
	 	 	By: GreenHaven Commodity Services, LLC, its sole Managing Owner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







 









 








EXHIBIT A




CERTIFICATE OF TRUST

OF

GREENHAVEN CONTINUOUS COMMODITY INDEX MASTER FUND




     This Certificate of Trust of GreenHaven Continuous Commodity Index Master Fund (the
“Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee,
to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the
“Act”).


1. Name. The name of the statutory trust formed by this Certificate of Trust is GreenHaven
Continuous Commodity Index Master Fund.



2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of
Delaware are CSC Trust Company of Delaware, 2711 Centerville Road, Suite 210, Wilmington, DE 19808.



3. Effective Date. This Certificate of Trust shall be effective upon filing.




     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance
with Section 3811(a)(l) of the Act.



	 	 	 	 	 	 	 
	 	 	CSC TRUST COMPANY OF DELAWARE,	 	 
	 	 	not in its individual capacity
but solely as Owner Trustee of the
Trust	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/
 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title: