Exhibit (4)(ii) 

 


MARKET
VECTORS COMMODITY TRUST


FORM
OF AUTHORIZED PARTICIPANT AGREEMENT


          This
Authorized Participant Agreement (the “Agreement”), dated as of _________________,
is entered into by and among ____________ (the
“Authorized Participant”), Market Vectors Commodity Trust, a Delaware statutory
trust (the “Trust”) with respect to each of its series set forth on Exhibit A
hereto, as it may be amended from time to time (each, a “Fund”), and Van Eck
Absolute Return Advisers Corp., a Delaware corporation, as managing owner of
the Trust and the Funds (the “Managing Owner”).


SUMMARY


          As
provided in the Amended and Restated Declaration of Trust and Trust Agreement
of the Trust, as it may be amended from time to time (the “Trust Agreement”) as
currently in effect and described in the Prospectus (defined below), common
units of fractional undivided beneficial interest in and ownership of a Fund
(the “Shares”) may be created or redeemed by the Managing Owner for an
Authorized Participant in aggregations of a specified number of Shares stated
in a Fund’s Prospectus (each aggregation, a “Basket”). Baskets are offered only
pursuant to a registration statement of the Trust with respect to a Fund on
Form S-1, as amended, as declared effective by the Securities and Exchange
Commission (“SEC”) and as the same may be amended from time to time thereafter
or any successor registration statement in respect of Shares of a Fund
(collectively, the “Registration Statement”) together with each Fund’s current
prospectus (the “Prospectus”) included therein. Under the Trust Agreement, the
Managing Owner is authorized to issue Baskets to, and redeem Baskets from,
authorized participants, which may be made (i) through the Continuous Net
Settlement (“CNS”) clearing processes of the National Securities Clearing
Corporation (“NSCC”) as such processes have been enhanced to effect purchases
and redemptions of Creation Baskets and Redemption Baskets, such processes
being referred to herein as the “CNS Clearing Process,” or (ii) if outside
the CNS Clearing Process, only through the facilities of the Depository Trust
Company (“DTC”) (the “DTC Process”), or a successor depository, and only in
exchange for cash. This Agreement and the Procedures (defined below) set forth
the specific procedures by which the Authorized Participant may create or
redeem Baskets.


          Capitalized
terms used but not defined in this Agreement shall have the meanings assigned
to such terms in the Trust Agreement or Authorized Participant Procedures Handbook
set forth in Attachment A hereto, as it may be amended, modified or
supplemented from time to time (the “Procedures”). To the extent there is a
conflict between any provision of this Agreement and the provisions of the
Trust Agreement, the provisions of the Trust Agreement shall control. To the
extent there is a conflict between any provision of this Agreement and the
provisions of the Prospectus, the provisions of the Prospectus shall control.
For the avoidance of doubt, any action that is referred to herein as an action
being taken by the Managing Owner may be taken by a party whom the Managing
Owner has duly authorized to take such action. 


          To
give effect to the foregoing premises and in consideration of the mutual
covenants and agreements set forth below, the parties hereto agree as follows:


               Section
1. Order Placement. To place
orders for the Managing Owner (or its agent) to create or redeem one or more
Baskets, the Authorized Participant must follow the procedures for creation and
redemption referred to in Section 3 of this Agreement and the Procedures.


               Section
2. Status of Authorized Participant.
The Authorized Participant represents and warrants and covenants the following:


                    (a)
The Authorized Participant hereby represents, covenants and warrants that with
respect to Creation Orders or Redemption Orders of Creation Baskets or
Redemption Baskets, 





respectively, of any Fund
(i) through the CNS Clearing Process, it is a member of the NSCC and an
authorized participant in the CNS System of NSCC (a “Participating Party”),
and/or (ii) outside the CNS Clearing Process, it is a participant of DTC
(as such a participant, a “DTC Participant”). Any change in the foregoing
status of the Authorized Participant shall terminate this Agreement and the
Authorized Participant shall give immediate notice to the Managing Owner of
such event.


                    (b)
Unless Section 2(c) applies, the Authorized Participant either (i) is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended (“1934 Act”), and is a member in good standing of the Financial
Industry Regulatory Authority (“FINRA”), or (ii) is exempt from being, or
otherwise is not required to be, licensed as a broker-dealer or a member of
FINRA, and in either case is qualified to act as a broker or dealer in the
states or other jurisdictions where the nature of its business so requires. In
connection with the purchase or redemption of Baskets and any related offers or
sales of Shares, the Authorized Participant will maintain any such
registrations, qualifications and membership in good standing, or, if
applicable, exempt status, in full force and effect throughout the term of this
Agreement. The Authorized Participant will comply with all applicable U.S.
federal laws, including, without limitation, the prospectus delivery
requirements of Section 5 of the 1933 Act and those applicable to
securities and commodities transactions, the laws of the states or other
jurisdictions concerned, and the rules and regulations promulgated thereunder,
and with the FINRA By-Laws, FINRA Conduct Rules and NASD Conduct Rules (or with
comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently
renamed, repealed, rescinded, or are otherwise replaced by FINRA Conduct Rules)
if it is a FINRA member, to the extent the foregoing relates to the Authorized
Participant’s transactions in and activities with respect to Shares. The
Authorized Participant will not directly or indirectly offer or sell Shares in
any state or jurisdiction where they may not lawfully be offered and/or sold.


                    (c)
The Authorized Participant understands and acknowledges that the proposed
method by which Baskets will be created and traded may raise certain issues
under applicable securities laws. The Authorized Participant understands and
acknowledges that, for example, because new Shares can be created and issued on
an ongoing basis, at any point during the valid existence of the Trust, a
“distribution,” as such term is used in the Securities Act of 1933, as amended
(“1933 Act”), may be occurring. The Authorized Participant is cautioned that
some of its activities may result in its being deemed a participant in a
distribution in a manner which would render it a statutory underwriter and
subject it to the prospectus delivery and liability provisions of the 1933 Act.
The Authorized Participant should review the “Plan of Distribution” portion of
the Prospectus and consult with its own counsel in connection with entering
into this Agreement and submitting Orders (defined below).


                    (d)
If the Authorized Participant is offering or selling Shares in jurisdictions
outside the several states, territories and possessions of the United States
and is not otherwise required to be registered, qualified or a member of FINRA
as set forth in Section 2(a)(ii) above, the Authorized Participant will,
in connection with such offers and sales, (i) observe the applicable laws
of the jurisdiction in which such offer and/or sale is made, (ii) comply
with the prospectus delivery and other requirements of the 1933 Act and the
Commodities Exchange Act (the “CEA”), and applicable regulations promulgated
thereunder by the SEC, Commodity Futures Trading Commission (“CFTC”) and National
Futures Association (“NFA”), and (iii) conduct its business in accordance
with the NASD Conduct Rules (or with comparable FINRA Conduct Rules, if such
NASD Conduct Rules are subsequently renamed, repealed, rescinded, or are
otherwise replaced by FINRA Conduct Rules), to the extent the foregoing relates
to the Authorized Participants transactions in, and activities with respect to,
Shares.


                    (e)
The Authorized Participant is in compliance with applicable anti-money
laundering laws and regulations, including applicable provisions of the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (the 


2





“USA PATRIOT Act”), and
the regulations promulgated thereunder, and has established and presently
maintains policies and procedures requiring the Authorized Participant to
obtain and verify information about the identity of the Authorized
Participant’s customers and which are reasonably designed to ensure that the
Authorized Participant is not being used as a conduit for money laundering or
other illicit purposes; and the Authorized Participant has verified the
identity of each of the Authorized Participant’s customers and made reasonable
inquiries regarding the source of funds credited to such customer’s account,
and to the best of the its knowledge, no transaction through any such account
is prohibited by applicable law, regulation or rule.


                    (f)
The Authorized Participant acknowledges that in addition to satisfying the
prospectus delivery and disclosure requirements of the 1933 Act, it and any
other participant in the distribution of the Shares purchased by the Authorized
Participant may have an obligation to comply with the prospectus delivery
requirements under the CEA. The Managing Owner agrees that if it becomes aware
of any new delivery or disclosure requirement under the 1933 Act or the CEA
relating to Shares, other than the current obligation to deliver the
Prospectus, it shall use reasonable efforts to advise the Authorized
Participant of such requirement(s).


                    (g)
The Authorized Participant agrees not to enforce against the Trust and Managing
Owner any patent rights with respect to the business of the Trust. For
avoidance of doubt, this provision will only be effective during time periods
in which the Agreement is in effect and shall not survive termination thereof.


               Section
3. Orders.


                    (a)
All orders to create or redeem Baskets shall be made in accordance with the
terms of the Trust Agreement, this Agreement and the Procedures. Each party
will comply with such foregoing terms and procedures to the extent applicable
to it. The Authorized Participant hereby consents to the use of recorded
telephone lines whether or not such use is reflected in the Procedures. The
Managing Owner may issue, or caused to be issued, additional or other
procedures from time to time relating to the manner of creating or redeeming
Baskets which are not related to the Procedures, and the Authorized Participant
will comply with such procedures of which it has received notice delivered in
accordance with Section 17(c).


                    (b)
The Authorized Participant acknowledges and agrees that each order to create a
Basket (a “Purchase Order”) and each order to redeem a Basket (a “Redemption
Order”, and each Purchase Order and Redemption Order, an “Order”) delivered to
the Managing Owner, or the Managing Owner’s designee, may not be revoked by the
Authorized Participant after such delivery.


                    (c)
The Authorized Participant acknowledges and agrees it is acting solely as
principal and not on behalf of any party for which it is acting (whether such
party is a customer or otherwise), and that each Order may not be withdrawn by
the Authorized Participant. A form of Purchase/Redemption Order is attached
hereto as Exhibit C.


                    (d)
The Managing Owner may, in its discretion, suspend the right of repurchase, or
postpone the purchase settlement date, (i) for any period during which
NYSE Arca and any of the exchanges identified in a Fund’s Prospectus as an
exchange on which the Fund’s investments are traded (each, an “Exchange”) or
any other exchange material to the valuation or operation of the Fund is closed
other than for customary holidays or weekend closings or when trading is
suspended or restricted in any of the Fund’s investments; (ii) for any
period during which an emergency exists as a result of which the fulfillment of
a purchase order is not reasonably practicable; or (iii) for such other
period as the Managing Owner determines to be necessary for the protection of
the shareholders. The Managing Owner will not 


3





be liable to any person
or in any way for any loss or damages that may result from any such suspension
or postponement.


                    (e)
The Managing Owner, or its designee, shall also have the absolute right, but
shall have no obligation, to reject any Purchase Order if: (i) it
determines that, due to position limits or otherwise, investment alternatives
that will enable a Fund to meet its investment objective are not available to
the Fund at that time; (ii) it determines that such Purchase Order is not
in proper form; (iii) it has determined such Purchase Order would have adverse
tax consequences to the Trust or to the Beneficial Owners; (iv) the
acceptance or receipt of such Purchase Order could, in the opinion of counsel
to the Managing Owner be unlawful; or (v) if circumstances outside the
control of the Managing Owner, or its designee, make it for all practical
purposes not feasible to process creations of Baskets. The Managing Owner, or
its designee, shall have no liability to any person for rejecting any Purchase
Order.


                    (f)
The Managing Owner, or its designee, shall reject any Redemption Order if:
(i) the fulfillment of which its counsel advises would be illegal;
(ii) it is determined by the Managing Owner, or its designee, not to be in
proper form; or (iii) as a result of the Redemption Order, the number of
remaining outstanding Shares would be reduced to fewer than the number of
Shares required to remain outstanding for a Fund under applicable exchange
rules. The Managing Owner, or its designee, shall have no liability to any
person for rejecting a Redemption Order in such circumstances.


                    (g)
The Managing Owner may, in its discretion, suspend the right of redemption, or
postpone the applicable Settlement Time: (i) for any period during which
any of the Exchanges or any other exchange material to the valuation or
operation of the Fund is closed other than for customary holidays or weekend
closings or when trading is suspended or restricted in any of the Fund’s
investments; (ii) for any period during which an emergency exists as a
result of which the delivery, disposal or evaluation of a 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 shareholders. 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.


                    (h)
The Managing Owner may reject a previously placed Purchase Order or a
Redemption Order at any time prior to the Order Cut-Off Time, if in the sole
discretion of the Managing Owner, the execution of such an order would not be
in the best interest of the Fund or its shareholders.


                    (i)
(i) Solely with respect to Creation Orders or Redemption Orders effected
through the CNS Clearing Process, the Authorized Participant, as a
Participating Party, hereby authorizes the transmission to the NSCC on behalf
of the Authorized Participant by The Bank of New York Mellon (the “Transfer
Agent”) such instructions consistent with the instructions issued by the
Authorized Participant. The Authorized Participant agrees to be bound by the
terms of such instructions issued and reported to NSCC by the Transfer Agent as
though such instructions were issued by the Authorized Participant directly to
NSCC.


               Section
4. Fees. To compensate the
Transfer Agent for services in processing the creation and redemption of
Baskets and to reimburse the Trust for transaction-related expenses, an
Authorized Participant is required to pay a transaction fee prescribed in the
Prospectus (“Transaction Fee”). An order may include multiple Baskets. The
Transaction Fee may be adjusted from time to time as set forth in the
Prospectus. 


               Section
5. Authorized Persons.
Concurrently with the execution of this Agreement and as requested in writing
from time to time thereafter, the Authorized Participant shall deliver to the
Managing Owner, or its designee, a certificate, duly notarized and certified as
appropriate by its secretary or other 


4





duly authorized official,
in the form of Exhibit B, setting forth the names and signatures of all persons
authorized to give instructions relating to activity contemplated hereby or by
any other notice, request or instruction given on behalf of the Authorized
Participant (each, an “Authorized Person”). The Managing Owner may accept and
rely upon such certificate as conclusive evidence of the facts set forth
therein and shall consider such certificate to be in full force and effect
until the Managing Owner, or its designee, receives a superseding certificate
bearing a subsequent date and duly notarized and certified as described above.
Upon the termination or revocation of authority of any Authorized Person by the
Authorized Participant, the Authorized Participant shall give prompt written
notice of such fact to the Managing Owner and such notice shall be effective
upon receipt by the Managing Owner. The Managing Owner shall issue, or caused
to be issued, to each Authorized Person a unique personal identification number
(the “PIN Number”) by which such Authorized Person shall be identified and by
which instructions issued by the Authorized Participant hereunder shall be
authenticated. The PIN Number shall be kept confidential by the Authorized
Participant and shall only be provided to the Authorized Person. If, after
issuance, the Authorized Person’s PIN Number is changed, the new PIN Number
shall become effective on a date mutually agreed upon by the Authorized
Participant and the Managing Owner. If the Authorized Participant’s PIN Number
is compromised in any way, the Authorized Participant shall contact the
Transfer Agent immediately in order for a new one to be issued.


               Section
6. Redemption. The Authorized
Participant represents and warrants that it will not initiate a Redemption
Order (as described in the Procedures) with the Managing Owner for the purpose
of redeeming a Basket unless (i) it or its customer, as the case may be,
owns outright or has the full legal authority and legal and beneficial right to
tender for redemption the Baskets to be redeemed and to receive the entire
proceeds of the redemption, and (ii) such Baskets have not been loaned or
pledged to another party and are not the subject of a repurchase agreement,
securities lending agreement or any other arrangement which, under the
circumstances, would preclude the delivery of such Baskets to the Managing
Owner on the Business Day following the Redemption Order Date. A “Business Day”
means any day other than a day when any of Exchanges is closed for regular
trading.


               Section
7. Role
of Authorized Participant.


                    (a)
The Authorized Participant acknowledges that, for all purposes of this
Agreement and the Trust Agreement, the Authorized Participant shall be deemed
to be an independent contractor and shall have no authority to act as agent for
the Trust, any Fund or the Managing Owner in any matter or in any respect.


                    (b)
The Authorized Participant will make itself and its employees available, upon
reasonable request, during normal business hours to consult with the Managing
Owner or its designees concerning the performance of the Authorized
Participant’s responsibilities under this Agreement.


                    (c)
With respect to any creation or redemption transaction made by the Authorized
Participant pursuant to this Agreement for the benefit of any customer or any
other DTC Participant or securities brokers and dealers, banks, trust
companies, and clearing corporations that clear through or maintain a custodial
relationship with a DTC Participant (“Indirect Participant”), or any other
Beneficial Owner, the Authorized Participant shall extend to any such party all
of the rights, and shall be bound by all of the obligations, of a DTC
Participant in addition to any obligations that it undertakes hereunder or in
accordance with the Trust Agreement.


                    (d)
The Authorized Participant will maintain records of all sales of Baskets made
by or through it and, upon reasonable request of the Managing Owner, except if
prohibited by applicable law and subject to any privacy obligations or other
obligations arising under federal or state securities laws it may have to its
customers, will furnish the Managing Owner with the names and addresses of the 


5





purchasers of such
Baskets and the number of Baskets purchased if and to the extent that the
Managing Owner has been requested to provide such information to a governmental
authority or self-regulatory organization having jurisdiction over the Trust or
the Managing Owner or their activities arising under this Agreement, including,
without limitation, the SEC, FINRA, CFTC, NFA or the Internal Revenue Service
(the “Regulatory Authorities”). For the avoidance of doubt, all such
information provided by the Authorized Participant shall be Confidential
Information (as defined in Section 19) and shall not be used for any purpose
other than to satisfy requests of Regulatory Authorities.


                    (e)
Upon reasonable request by the Managing Owner, the Authorized Participant will,
subject to any limitations arising under federal or state securities laws
relating to privacy or other obligations it may have to its customers, provide
the Managing Owner written notice indicating the number of Shares that the Authorized
Participant may hold as record holder and the number of such Shares that it
holds for the benefit of other broker-dealers that clear and settle
transactions in Shares through the Authorized Participant, in each case as of
the date of such request, with respect to the Trust. In addition, the Trust may
from time to time be obligated to deliver prospectuses, proxy materials, annual
or other reports of a Fund or other similar information (“Fund Documents”) to
the Fund’s shareholders. The Authorized Participant agrees (i) subject to
any privacy obligations or other obligations arising under federal or state
securities laws it may have to its customers, to reasonably assist the Managing
Owner in ascertaining certain information regarding sales of Baskets made by or
through the Authorized Participant that is necessary for the Trust to comply
with such obligations upon written request of the Managing Owner or
(ii) in lieu thereof, and at the option of the Authorized Participant, the
Authorized Participant may undertake to deliver Fund Documents to the
Authorized Participant’s customers that custody Shares with the Authorized
Participant, after receipt from the Trust, the Managing Owner or its designee
of sufficient quantities of such Fund Documents to allow mailing thereof to
such customers. The expenses associated with such transmissions shall be borne
by the Managing Owner in accordance with usual custom and practice in respect
of such communications. The Managing Owner agrees that the names, addresses and
other information concerning the Authorized Participants customers are and
shall remain the sole property of the Authorized Participant, and none of the
Managing Owner, the Trust or any of their respective affiliates shall use such
names, addresses or other information for any purposes except in connection
with the performance of their duties and responsibilities hereunder and except
to the extent necessary for the Fund to meet its regulatory requirements as set
forth in Section 7(d) and in this Section 7(e) of the Agreement.


                    (f)
The Authorized Participant agrees that, in connection with any sales of the
Shares, it will not charge a commission to its customers in excess of one
percent (1%) of the gross offering proceeds registered under each effective
registration statement as provided under the “Plan of Distribution – Summary of
Items of Value Pursuant to FINRA Rule 2310” section of the applicable Fund’s
Prospectus. Such commission may only be charged by a broker-dealer registered
as such under the Exchange Act and which is a member of FINRA.


               Section
8. Indemnification.


                    (a)
The Authorized Participant hereby indemnifies and holds harmless the Trust,
each Fund and the Managing Owner and their respective direct or indirect
affiliates (as defined below) and their respective directors, trustees,
managing owners, partners, members, managers, officers, employees and agents
(each, an “AP Indemnified Party”) from and against any losses, liabilities,
damages, costs and expenses (including reasonable attorneys’ fees and the
reasonable costs of investigation) incurred by such AP Indemnified Party as a
result of or in connection with: (i) any breach by the Authorized Participant
of any provisions of this Agreement, including its representations, warranties
and covenants; (ii) any failure on the part of the Authorized Participant to
perform any of its obligations set forth in this Agreement; (iii) any failure
by the Authorized Participant to comply with 


6





applicable laws and the
rules and regulations of self-regulatory organizations; (iv) any actions of
such AP Indemnified Party in reliance upon any instructions issued in
accordance with the Procedures believed by the AP Indemnified Party to be
genuine and to have been given by the Authorized Participant; or (v) (A) any
representation by the Authorized Participant, its employees or its agents or
other representatives about the Shares, any AP Indemnified Party, the Trust or
each Fund that is not consistent with the Fund’s then-current Prospectus made
in connection with the offer or the solicitation of an offer to buy or sell
Shares and (B) any untrue statement or alleged untrue statement of a material
fact contained in any research reports, marketing material and sales literature
described in Section 12(b) hereof or any alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading to the extent that such statement or omission relates to
the Shares, any AP Indemnified Party or the Funds, unless, in either case, such
representation, statement or omission was made or included by the Authorized
Participant at the written direction of the Managing Owner or is based upon any
omission or alleged omission by the Managing Owner to state a material fact in
connection with such representation, statement or omission necessary to make
such representation, statement or omission not misleading.


                    (b)
The Managing Owner hereby agrees to indemnify and hold harmless the Authorized
Participant, its respective subsidiaries, affiliates, directors, officers,
employees and agents, and each person, if any, who controls such persons within
the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act (each,
a “Managing Owner Indemnified Party”) from and against any losses, liabilities,
damages, costs and expenses (including reasonable attorneys’ fees and the
reasonable cost of investigation) incurred by such Managing Owner Indemnified
Party as a result of (i) any breach by the Managing Owner of any provision of
this Agreement that relates to the Managing Owner; (ii) any failure on the part
of the Managing Owner to perform any obligation of the Managing Owner set forth
in this Agreement; (iii) any failure by the Managing Owner to comply with
applicable laws; or (iv) any untrue statement or alleged untrue statement of a
material fact contained in the applicable Registration Statement as originally
declared effective by the SEC or in any amendment thereof, or in any
Prospectus, or in any amendment thereof or supplement thereto, or arising out
of or based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except those statements in the applicable Registration
Statement or the Prospectus based on information furnished in writing by or on
behalf of the Authorized Participant expressly for use in such Registration
Statement or such Prospectus.


                    (c)
This Section 8 shall not apply to the extent any such losses, liabilities,
damages, costs and expenses are incurred as a result of or in connection with
any gross negligence, bad faith or willful misconduct on the part of the AP
Indemnified Party or the Managing Owner Indemnified Party, as the case may be.
The term “affiliate” in this Section 8 shall include, with respect to any
person, entity or organization, any other person, entity or organization which
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such person, entity or
organization.


                    (d)
The indemnity agreements contained in this Section 8 shall remain in full force
and effect regardless of any investigation made by or on behalf of the
Authorized Participant, its partners, stockholders, members, directors,
officers, employees or any person (including each partner, stockholder, member,
director, officer or employee of such person) who controls the Authorized
Participant within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act, or by or on behalf of the Managing Owner, its partners,
stockholders, members, managers, directors, officers, employees or any person
who controls the Managing Owner within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act, and shall survive any termination of this
Agreement. The Managing Owner, for itself and on behalf of each Fund, Managing
Owner Indemnified Party, and the Authorized Participant agree promptly to
notify, to the extent practicable and legally permissible, each other of the
commencement of any 


7





proceeding against it or
any AP Indemnified Party or Managing Owner Indemnified Party, as the case may
be, and, in the case of the Managing Owner, against any of the Managing Owner’s
officers or directors, in connection with the issuance and sale of the Shares
or in connection with the Registration Statement or the Prospectus. 


               Section
9. Liability.


                    (a)
Limitation of Liability. In the
absence of gross negligence, bad faith or willful misconduct, neither the
Managing Owner, whether acting on its own behalf or on behalf of a Fund, nor
the Authorized Participant shall be liable to each other or to any other person,
including any party claiming by, through or on behalf of the Authorized
Participant, for any losses, liabilities, damages, costs or expenses arising
out of any mistake or error in data or other information provided to any of
them by each other or a third party or out of any interruption or delay in the
electronic means of communications used by them.


                    (b)
Tax Liability. The Authorized
Participant shall be responsible for the payment of any transfer tax, sales or
use tax, stamp tax, recording tax, value added tax and any other similar tax or
government charge applicable to the creation or redemption of any Basket made
pursuant to this Agreement, regardless of whether or not such tax or charge is
imposed directly on the Authorized Participant. To the extent the Managing
Owner, the Trust or a Fund is required by law to pay any such tax or charge,
the Authorized Participant agrees to promptly indemnify such party for any such
payment, together with any applicable penalties, additions to tax or interest
thereon.


                    (c)
Fund and Shareholder Liability. The parties hereto hereby agree and
acknowledge that the Trust is a series trust pursuant to Sections 3804(a) and
3806(b)(2) of the Delaware Statutory Trust Act, 12 Del. C. § 3801 et seq.
and the Trust has separately entered into this Agreement with respect to each
Fund. Accordingly, the obligations of the Trust with respect to each Fund set
forth in this Agreement are limited obligations with respect to each Fund and
the parties hereto hereby agree to look solely to the assets of the particular
Fund in satisfaction for payment in respect of any claim against or obligation
of such Fund and not against the assets of the Trust generally or the assets of
any other Fund or series of the Trust. In addition, if any claim of the
Authorized Participant against a Fund or the Trust is secured in whole or in
part, the Authorized Participant hereby waives (under Section 1111(b) of the
Bankruptcy Code (11 U.S.C. § 1111(b)) its right to have any deficiency claims
(which may arise in the event such security is inadequate to satisfy such
claims) treated as unsecured claims against the Trust or any Fund (other than
the Fund against which the claim is made), as the case may be. Further, the
parties hereto agree and acknowledge that this Agreement is not binding upon
the Shareholders (as defined in the Trust Agreement) of the Trust individually
but is binding only upon the assets and property of the applicable Funds as
provided in the previous sentence and no recourse shall be had to the
Shareholders’ personal property for satisfaction of any obligation or claim
arising under or relating to this Agreement.


               Section
10. Acknowledgment. The
Authorized Participant acknowledges receipt of a (i) copy of the Trust
Agreement and (ii) the current Prospectus of the Trust, and represents
that it has reviewed and understands such documents. The Managing Owner and the
Trust agree to process Orders, or cause their agents to process Orders, in
accordance with the provisions of the Prospectus of the Trust, the Trust
Agreement and the Procedures.


               Section
11. Effectiveness and Termination.
Upon the execution of this Agreement by the parties hereto, this Agreement
shall become effective in this form, as of the date first set forth above, and
may be terminated at any time by any party upon thirty (30) days prior
written notice to the other parties unless earlier terminated: (i) in
accordance with Section 2(a); (ii) upon written notice to the Authorized Participant
by the Managing Owner in the event of a material breach by the Authorized
Participant of this 


8





Agreement or the
procedures described or incorporated herein; (iii) immediately in the
circumstances described in Section 17(k); or (iv) at such time as the
Trust is terminated pursuant to the Trust Agreement. Termination of this
Agreement as to any Fund shall not constitute termination as to any other Fund
unless notice is given specifically as to such other Fund. This Agreement
supersedes any prior agreement between the parties hereto with respect to the
subject matter contained herein.


               Section
12. Marketing
Materials; Representations Regarding Shares; Identification in Registration
Statement.


                    (a)
The Authorized Participant represents, warrants and covenants that, without the
written consent of the Managing Owner, the Authorized Participant (i) will
not, in connection with any sale or solicitation of a sale of Shares, make, or
permit any of its representatives to make, any representations concerning the
Shares or any AP Indemnified Party other than representations not inconsistent
with (A) the then-current Prospectus of the applicable Fund,
(B) printed information approved by the Managing Owner as information
supplemental to such Prospectus, (C) any promotional materials or sales
literature furnished to the Authorized Participant by the Managing Owner, or
(D) other information and materials filed by the Trust with the SEC or made
available on any website controlled by the Managing Owner or the applicable
Fund, and (ii) will not furnish or cause to be furnished to any person or
display or publish any information or material relating to the Shares, any AP
Indemnified Party, any Fund or the Trust that are inconsistent with the Fund’s
then-current Prospectus. Copies of the then-current Prospectus of the Funds and
any such printed supplemental information or amendments thereto will be
supplied by, or caused to be supplied by, the Managing Owner to the Authorized
Participant in reasonable quantities upon request.


                    (b)
The Authorized Participant agrees to comply with the prospectus and disclosure
delivery requirements of the federal securities and commodities laws. In
connection therewith, the Authorized Participant will provide each prospective
purchaser of a Fund with a copy of the Funds Prospectus.


                    (c)
The Authorized Participant hereby agrees that for the term of this Agreement
the Managing Owner, or its designee, may deliver the then-current Prospectus,
and any revisions, supplements or amendments thereto or recirculation thereof,
to the Authorized Participant in Portable Document Format (“PDF”) via
electronic mail to _______________ (or to such other address as may be provided
by the Authorized Participant from time to time) in lieu of delivering the
Prospectus in paper form. The Authorized Participant may revoke the foregoing
agreement at any time by delivering written notice to the Managing Owner, or
the Managing Owner’s designee, and, whether or not such agreement is in effect,
the Authorized Participant may, at any time, request reasonable quantities of
the Prospectus, and any revisions, supplements or amendments thereto or
recirculation thereof, in paper form from the Managing Owner or its designee. The
Authorized Participant acknowledges that it has the capability to access, view,
save and print material provided to it in PDF and that it will incur no
appreciable extra costs by receiving the Prospectus in PDF instead of in paper
form. The Managing Owner will, when requested by the Authorized Participant,
make available, or cause to be made available, at no cost the software and
technical assistance necessary to allow the Authorized Participant to access,
view and print the PDF version of the Prospectus.


                    (d)
For as long as this Agreement is effective, if required by the SEC, the
Authorized Participant agrees to be identified as an authorized participant of
the Trust (i) in any section of the Prospectus included within the
Registration Statement as may be required by the SEC; and (ii) on the
Trust’s website. Upon the termination of this Agreement, (i) during the
period prior to when the Managing Owner qualifies and in its sole discretion
elects to file on Form S-3, the Managing Owner will remove such identification
from the Prospectus in the amendment of the Registration Statement next 


9





occurring after the date
of the termination of this Agreement, and (ii) the Managing Owner will
promptly update the Trust’s website to remove any identification of the
Authorized Participant as an authorized participant of the Trust.


               Section
13. Certain Covenants of the Managing Owner.
The Managing Owner, on its own behalf and as sponsor of each Fund, covenants
and agrees:


                    (a)
to advise the Authorized Participant promptly of the happening of any event
during the term of this Agreement which could require the making of any change
in the Prospectus then being used so that the Prospectus would not include an
untrue statement of material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
are made, not misleading, and, during such time, to prepare and furnish, at the
expense of each Fund, to the Authorized Participant promptly such amendments or
supplements to such Prospectus as may be necessary to reflect any such change;


                    (b)
to furnish directly or cause to be furnished to the Authorized Participant, at
each time (i) the Registration Statement or the Prospectus is amended or
supplemented by the filing of a post-effective amendment; (ii) a new
Registration Statement is filed to register additional Shares in reliance on
Rule 429 under the 1933 Act; and (iii) there is financial information
incorporated by reference into the Registration Statement or the Prospectus,
such customary documents and certificates in form and content as reasonably
requested and agreed; and


                    (c)
to cause the Trust to file a post-effective amendment to the Registration
Statement no less frequently than once per calendar quarter on or about the
same time that the Trust files a quarterly or annual report pursuant to
Section 13 or 15(d) of the 1934 Act (including the information contained in
such report), until such time as the Trust’s reports filed pursuant to
Section 13 or 15(d) of the 1934 Act are incorporated by reference in the
Registration Statement. 


               Section
14. Third
Party Beneficiaries. Each AP Indemnified Person, to the extent it is
not a party to this Agreement, is a third-party beneficiary of this Agreement
and may proceed directly against the Authorized Participant (including by
bringing proceedings against the Authorized Participant in its own name) to
enforce any obligation of the Authorized Participant under this Agreement which
directly or indirectly benefits such AP Indemnified Person. Each Managing Owner
Indemnified Person, to the extent it is not a party to this Agreement, is a
third-party beneficiary of this Agreement and may proceed directly against the
Managing Owner, a Fund or their respective agents (including by bringing
proceedings against the Managing Owner, a Fund or their respective agents in
its own name) to enforce any obligation of the Managing Owner, a Fund or their
agents under this Agreement which directly or indirectly benefits such Managing
Owner Indemnified Person.


                Section
15. Force Majeure. No party to
this Agreement shall incur any liability for any delay in performance, or for
the non-performance, of any of its obligations under this Agreement by reason
of any cause beyond its reasonable control. This includes any act of God or war
or terrorism, any breakdown, malfunction or failure of transmission in
connection with or other unavailability of any wire, communication or computer
facilities, any transport, port, or airport disruption, industrial action, acts
and regulations and rules of any governmental or supra-national bodies or
authorities or regulatory or self-regulatory organization or failure of any
such body, authority or organization for any reason, to perform its
obligations.




               Section
16. Ambiguous Instructions. If a
Purchase Order Form or a Redemption Order Form contains order terms that differ
from the information provided in the telephone call at the time of issuance of
the applicable order number, the Managing Owner will use commercially
reasonable efforts to contact 


10






one of the Authorized Persons of the Authorized Participant to request
confirmation of the terms of the Order. If an Authorized Person confirms the
terms as they appear in the Order, then the Order will be accepted and
processed. If an Authorized Person contradicts the Order terms, the Order will
be deemed invalid, and a corrected Order must be received by the Managing
Owner. If the Managing Owner is not able to contact an Authorized Person, then
the Order shall be accepted and processed in accordance with its terms
notwithstanding any inconsistency from the terms of the telephone information.
In the event that an Order contains terms that are not complete or are
illegible, the Order will be deemed invalid and the Managing Owner will attempt
to contact one of the Authorized Persons of the Authorized Participant to
request retransmission of the Order. 


          Section 17.
Miscellaneous. 


                    (a)
Amendment and Modification. This
Agreement, the Procedures attached as Attachment A and the Exhibits hereto may
be amended, modified or supplemented by the Trust and the Managing Owner,
without consent of the Authorized Participant from time to time by the
following procedure. After the amendment, modification or supplement has been
agreed to, the Managing Owner will mail a copy of the proposed amendment,
modification or supplement to the Authorized Participant in accordance with
Section 17(c) below. For the purposes of this Agreement, mail will be deemed
received by the recipient thereof on the third (3rd) day following
the deposit of such mail into the United States postal system. Within fifteen
(15) calendar days after its deemed receipt, the amendment, modification or
supplement will become part of this Agreement, the Attachments or the Exhibits,
as the case may be, in accordance with its terms. 


                    (b)
Waiver of Compliance. Any failure
of any of the parties to comply with any obligation, covenant, agreement or
condition herein may be waived by the party entitled to the benefits thereof
only by a written instrument signed by the party granting such waiver, but any
such written waiver, or the failure to insist upon strict compliance with any
obligation, covenant, agreement or condition herein, shall not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure. 


                    (c)
Notices. Except as otherwise
specifically provided in this Agreement, all notices required or permitted to
be given pursuant to this Agreement shall be given in writing and delivered by
personal delivery, by postage prepaid registered or certified United States
first class mail, return receipt requested, by nationally recognized overnight
courier (delivery confirmation received) or by telex, electronic mail, telegram
or telephonic facsimile or similar means of same day delivery (transmission
confirmation received), with a confirming copy by regular mail, postage
prepaid. Unless otherwise notified in writing, all notices to the Trust or any
Fund shall be given or sent to the Managing Owner. All notices shall be
directed to the address or telephone or facsimile numbers or electronic mail
addresses indicated below the signature line of the parties on the signature
page hereof. 


                    (d)
Successors and Assigns. This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties and their respective successors and permitted
assigns. 


                    (e)
Assignment and Delegation.
Neither this Agreement nor any of the rights, duties or obligations hereunder
shall be assigned or delegated by any party without the prior written consent
of the other parties, except that any entity into which a party hereto may be
merged or converted or with which it may be consolidated or any entity resulting
from any merger, conversion, or consolidation to which such party hereunder
shall be a party, or any entity succeeding to all or substantially all of the
business of the party, shall be the successor of the party under this Agreement
and except that the Managing Owner may assign or delegate its rights, duties or
obligations hereunder to the Transfer Agent or the Marketing Agent by advance
written notice to the Authorized Participant. The party resulting from 


11





any such merger, conversion, consolidation or succession shall notify
the other parties hereto of the change. Any purported assignment or delegation
in violation of the provisions hereof shall be null and void. Notwithstanding
the foregoing, this Agreement shall be automatically assigned to any successor
trustee or Managing Owner at such time such successor qualifies as a successor
trustee or Managing Owner under the terms of the Trust Agreement. 


                    (f)
Governing Law; Consent to Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws
of the State of New York (regardless of the laws that might otherwise govern
under applicable New York conflict of laws principles) as to all matters,
including matters of validity, construction, effect, performance and remedies.
Each party hereto irrevocably consents to the jurisdiction of the courts of the
State of New York and of any federal court located in the Borough of Manhattan
in such State in connection with any action, suit or other proceeding arising
out of or relating to this Agreement or any action taken or omitted hereunder,
and waives any claim of forum non conveniens and any objections as to laying of
venue. Each party further waives personal service of any summons, complaint or
other process and agrees that service thereof may be made by certified or
registered mail directed to such party at such party’s address for purposes of
notices hereunder. Each party hereby waives its right to a trial by jury of any
claim arising under or in connection with this Agreement. Each party
irrevocably waives any immunity to jurisdiction to which it may otherwise be
entitled or become entitled (including sovereign immunity, immunity to
pre-judgment attachment and execution) in any legal suit, action or proceeding
against it arising out of or based on this Agreement or any related agreement
or the transactions contemplated hereby or thereby which is instituted in any
court of the State of New York. The provisions of this Section 17(f) shall
survive any termination of this Agreement, in whole or in part. 


                    (g)
Counterparts. This Agreement may
be executed in one or more counterparts, each of which will be deemed to be an
original copy of this Agreement and all of which, when taken together, will be
deemed to constitute one and the same agreement, and it shall not be necessary
in making proof of this Agreement as to any party hereto to produce or account
for more than one such counterpart executed and delivered by such party. 


                    (h)
No Partnership. Nothing in this
Agreement is intended to, or will be construed to constitute the Managing
Owner, the Trust or any Fund, on the one hand, and the Authorized Participant
or any of its Affiliates, on the other hand, as partners or joint venturers; it
being intended that the relationship between them will at all times be that of
independent contractors. 


                    (i)
Interpretation. The article and
section headings contained in this Agreement are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in any
way affect the meaning or interpretation of this Agreement. 


                    (j)
Entire Agreement. This Agreement
and the Trust Agreement, along with any other agreement or instrument delivered
pursuant to this Agreement and the Trust Agreement, supersede all prior
agreements and understandings between the parties with respect to the subject
matter hereof, provided, however, that the Authorized Participant shall not be
deemed by this provision to be a party to the Trust Agreement. 


                    (k)
Severance. The parties hereto
desire that the provisions of this Agreement be enforced to the fullest extent
permissible under the law and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, in the event that any provision of
this Agreement would be held in any jurisdiction to be invalid, prohibited or
unenforceable for any reason, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other
jurisdiction, unless the Managing 


12





Owner determines in its discretion that the provision of this Agreement
that was held invalid, illegal or unenforceable does affect the validity,
legality or enforceability of one or more other provisions of this Agreement,
and that this Agreement should not be continued without the provision that was
held invalid, illegal or unenforceable, and in that case, upon the Managing
Owner’s notification of the trustee of such a determination, this Agreement
shall immediately terminate and the Managing Owner shall so notify the
Authorized Participant immediately. 


                    (l)
No Strict Construction. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction will
be applied against any party. 


                    (m)
Survival. Section 8 (Indemnification)
and Section 14 (Third Party Beneficiaries) hereof shall survive the termination
of this Agreement. 


                    (n)
Other Usages. The following
usages shall apply in interpreting this Agreement: (i) references to a
governmental or quasi-governmental agency, authority or instrumentality shall
also refer to a regulatory body that succeeds to the functions of such agency,
authority or instrumentality; and (ii) “including” means “including, but not
limited to.” 


          Section 18.
No Promotion. Except as provided
in Section 12(d) of this Agreement, each of the Trust and the Managing Owner
agrees that it will not, without the prior written consent of the Authorized
Participant in each instance, (i) use in advertising, publicity or otherwise
the name of the Authorized Participant or any affiliate of the Authorized
Participant, or any partner or employee of the Authorized Participant, nor any
trade name, trademark, trade device, service mark, symbol or any abbreviation,
contraction or simulation thereof owned by the Authorized Participant or its
affiliates, or (ii) represent, directly or indirectly, that any product or any
service provided by the Trust or the Managing Owner has been approved or
endorsed by the Authorized Participant. 


          Section 19.
Confidentiality. 


                    (a)
The Managing Owner and the Trust (the “Managing Owner Parties”) and the
Authorized Participant shall maintain in confidence, use only for the purposes
provided for in this Agreement, and not disclose to any third party, without
first obtaining the consent in writing of the Authorized Participant (in the
case of disclosure by the Managing Owner Parties) or the Managing Owner (in the
case of disclosure by the Authorized Participant), any and all Confidential
Information (as defined below) receives from the other party; provided,
however, that either such party may disclose Confidential Information received
from the other such party to those of its internal and external representatives
as may be necessary for such party to carry out its obligations under this
Agreement. 


                    (b)
Confidential Information shall mean all information or data of a party or its
customers that is disclosed to or received by the other party, whether orally,
visually or in writing, in any form, including, without limitation, information
or data which relates to such party’s business or operations, research and
development, marketing plans or activities, or actual or potential products. 


                    (c)
Notwithstanding the provisions of this Agreement to the contrary, the Managing
Owner Parties shall have no liability to the Authorized Participant and the
Authorized Participant shall have no liability to the Managing Owner Parties
for the disclosure or use of any Confidential Information of the other party if
the Confidential Information: 


13





                              (i)
is known to the party disclosing the Confidential Information (the Disclosing
Party) at the time of disclosure other than as the result of a breach of this
Section 19 by the Disclosing Party; 


                              (ii)
has been or becomes publicly known, other than as the result of a breach of
this Section 19 by the Disclosing Party, or has been or is publicly disclosed
by the other party; 


                              (iii)
is received by Disclosing Party after the date of this Agreement from a third
party (unless such third party breaches an obligation of confidentiality to the
other party); or 


                              (iv)
is required to be disclosed by law or similar compulsion or in connection with
any legal proceeding or request for information on behalf of a governmental
authority or self-regulatory organization, provided that the Disclosing Party
shall promptly inform the other party in writing of such requirement and that
such disclosure shall be limited to the extent so required. 


                    (d)
The parties recognize and acknowledge that a breach or threatened breach by a
party of the provisions of this Section 19 may cause irreparable and material
loss and damage to a Managing Owner Party or the Authorized Participant, as the
case may be, which cannot be adequately remedied at law and that, accordingly,
in addition to, and not in lieu of, any damages or other remedy to which a
non-breaching party may be entitled, the issuance of an injunction or other
equitable remedy (without the requirement that a bond or other security be
posted) is an appropriate remedy for the non-breaching party for any breach or
threatened breach of the obligations set forth in this Section 19. 


                    (e)
The Managing Owner Parties and the Authorized Participant agree that they will
use the same degree of care, but no less than a reasonable degree of care, in
safeguarding the Confidential Information of the Authorized Participant and the
Managing Owner Parties, respectively, as they use for their own Confidential
Information of a similar nature. The Managing Owner Parties shall promptly
notify the Authorized Participant in writing of any misuse, misappropriation or
unauthorized disclosure of the Confidential Information of the Authorized
Participant that may come to the attention of a Managing Owner Party. The
Authorized Participant shall promptly notify the Managing Owner Parties in
writing of any misuse, misappropriation or unauthorized disclosure of the
Confidential Information of a Managing Owner Party that may come to the
attention of the Authorized Participant. 


                    (f)
Upon the termination of this Agreement, if requested in writing by a Managing
Owner Party or the Authorized Participant, the Managing Owner Parties and the
Authorized Participant shall, at the option of each and to the extent permitted
by law, promptly destroy or return to the Authorized Participant and the
Managing Owner, respectively, all Confidential Information received from the
Authorized Participant and the Managing Owner Parties, all copies and extracts
of such Confidential Information and all documents or other media containing any
such Confidential Information. 


[Signature Page Follows]


14






          IN WITNESS
WHEREOF, the Authorized Participant and the Managing Owner, on behalf of
itself, the Trust and each Fund, have caused this Agreement to be executed by
their duly authorized representatives as of the date first set forth above. 


	
  

 	
  

 
	
 VAN ECK
 ABSOLUTE RETURN ADVISERS CORP.

 
	
 Managing
 Owner of Market Vectors Commodity Trust

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	 

 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 
	
 MARKET
 VECTORS COMMODITY TRUST

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	 

 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 
	
 [AUTHORIZED
 PARTICIPANT]

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	 

 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


15






EXHIBIT A


SERIES OF MARKET VECTORS COMMODITY TRUST 

(As of [●], 2013)


	
  

 	
  

 
	
 Fund

 	
 Registration No.

 
	
 Market Vectors Low Volatility Commodity ETF

 	
 333-179435

 
	
 Market Vectors Long/Short Commodity ETF

 	
 333-179432

 


16






EXHIBIT B


AUTHORIZED PERSONS OF AUTHORIZED PARTICIPANT


The following are the names, titles and signatures of all persons (each
an “Authorized Person”) authorized to give instructions relating to any
activity contemplated by the Participant Agreement or any other notice, request
or instruction on behalf of the Authorized Participant pursuant to the Market
Vectors Commodity Trust Participant Agreement

Authorized Participant: [ ]


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Signature:

 	
  

 	
 Signature:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Signature:

 	
  

 	
 Signature:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Signature:

 	
  

 	
 Signature:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Signature:

 	
  

 	
 Signature:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 



     The undersigned, [name], [title]
of [company], does hereby certify
that the persons listed above have been duly authorized to act as Authorized
Persons pursuant to the Market Vectors Commodity Trust Participant Agreement by
and between [Authorized Participant],
the Managing Owner and the Trust dated [date],
and that their signatures set forth above are their own true and genuine
signatures. 


     In Witness Whereof, the undersigned has
hereby set his/her hand and the seal of [company]
on the date set forth below. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Subscribed
 and sworn to before me

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	 

 

 	 

 

 	
  

 
	
 this ____
 day of ____________, 20_____

 	
 Name:

 	 	
  

 	
  

 
	
  

 	
  

 	 	



 
	
  

 	
 Title:

 	 	
  

 
	
  

 	
  

 	 	



 
	
  

 	
  

 	 	
  

 	
  

 
	
  

 	
 Date:

 	 	
  

 	
  

 
	
 


 	
  

 	 	



 	
  

 
	
 Notary
 Public

 	
  

 	 	
  

 	
  

 


17






EXHIBIT C


PURCHASE/REDEMPTION ORDER FORM


FOR [__________________________________] FUND


	
  

 	
  

 	
  

 
	
 CONTACT
 INFORMATION FOR ORDER EXECUTION:

 
	
 Telephone
 order number:

 	
  

 	
 Telex Number

 
	
 Facsimile
 number:

 	
  

 	
 Business
 Number

 
	
 ALL ITEMS IN
 PART I MUST BE COMPLETED BY AN AUTHORIZED PARTICIPANT. THE MANAGING OWNER
 [AND/OR THE MARKETING AGENT], IN THEIR DISCRETION, MAY REJECT ANY ORDER NOT
 SUBMITTED IN COMPLETE FORM.

 






	
  

 	
  

 
	
 I.

 	
 TO BE COMPLETED BY AUTHORIZED PARTICIPANT:

 






	
  

 	
  

 
	
 Date:

 	
 Time:

 
	 
 	


 
	
 Broker Name:

 	
 Firm Name:

 
	 
 	


 
	
 NSCC
 Participant Number:

 	
 DTC
 Participant Number:

 
	 
 	


 
	
 Telephone
 Number:

 	
 Telex
 Number:

 
	 
 	


 
	
 Fax Number:

 	
  

 
	 
 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Type of
 Order (Check One)

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Amount
 Created Units ([ ] Units)

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Amount
 Written Out

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Amount
 Redeemed Units ([ ] Units)

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Amount
 Written Out:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Order #:

 	
  

 	
  

 	
  

 



Pursuant to
Section 17 CFR 4.21(b), the above-listed Fund may not accept or receive funds,
securities or other property from a prospective participant unless it first
receives from the prospective participant the following acknowledgment:


IN ADDITION TO
THE PLACEMENT OF THE ORDER ABOVE, ON BEHALF OF THE AUTHORIZED PARTICIPANT AS A
PROSPECTIVE PARTICIPANT OF THE ABOVE-LISTED FUND, I HEREBY ACKNOWLEDGE AND
AFFIRM THAT I HAVE RECEIVED THE PROSPECTUS FOR THE MARKET VECTORS COMMODITY
TRUST AND THE ABOVE-LISTED FUND.


	
  

 	
  

 	
  

 
	
 By:

 	
 _______________________,
 an Authorized Participant

 
	
  

 	
 Name: 

 	
 ____________________________

 


18





ATTACHMENT A


MARKET VECTORS COMMODITY TRUST


AUTHORIZED PARTICIPANT

PROCEDURES HANDBOOK


Scope
of Procedures and Overview 


This Attachment A
to the Participant Agreement supplements this Agreement, the Prospectus and the
Trust Agreement (as defined below) with respect to the procedures (the
“Procedures”) to be used in processing (1) a creation order for the
creation of one or more Baskets (”Creation Order”) of Shares of the series of
the Trust (each, a “Fund”) issued by Market Vectors Commodity Trust (the
“Trust”) in Creation Baskets of the Fund and a (2) redemption order for
the redemption of one or more Baskets (”Redemption Order”) of Shares of the
Fund issued by the Trust in Redemption Baskets of the Fund. Shares may be
created or redeemed only in aggregations of a specified number of Shares stated
in a Fund’s current prospectus (each such block, a “Basket”) for the Fund.
The Trust is a Delaware statutory trust with multiple series, including the
Fund. 


Capitalized terms used
in these Procedures without further definition have the meanings assigned to
them in the Amended and Restated Declaration of Trust and Trust Agreement (the
“Trust Agreement”) of the Trust, dated as of [ ], and as amended from
time-to-time, between Wilmington Trust Company, as trustee of the Trust (the
“Trustee”) and Van Eck Absolute Return Advisers Corp., as managing owner (the
“Managing Owner”) or the Participant Agreement entered into by each
Participant with the Trust on behalf of each Fund and the Managing Owner. 


Baskets are issued pursuant to the Prospectus
and are issued and redeemed in accordance with the Trust Agreement and the Participant
Agreement. 


Creation Orders and
Redemption Orders are, collectively, the “Orders.” 


“Transfer Agent”
means The Bank of New York Mellon. 


Authorized
Participants (”Participants”) may submit Orders to the Transfer Agent by
(i) submitting such Orders through the Transfer Agent’s electronic order
entry system, as such may be made available and constituted from time to time,
the use of which shall be subject to the terms and conditions of the Electronic
Services Agreement, incorporated herein by reference as provided in Annex I
(the “Website Based Orders”), (ii) facsimile or (iii) telephone to
the Transfer Agent Representative and the Managing Owner, as applicable,
according to these Procedures as provided in Annex I ((ii) and (iii),
collectively, the “Fax/Telephone Based Orders”). 


“Order Cut-Off Time”
means 1:00 P.M., Eastern Time, on each Business Day. 


Baskets may be created
and redeemed on any Business Day in exchange for the applicable Creation Basket
Capital Contribution or Redemption Basket, respectively, from the Participant. 


“Creation Order
Date” means an order to create one or more Creation Baskets placed by a
Participant with the Transfer Agent by the Order Cut-Off Time on a Business
Day. 


“Redemption Order
Date” means an order to redeem one or more Redemption Baskets placed by a
Participant with the Transfer Agent by the Order Cut-Off Time on a Business
Day. 


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“Settlement Time”
means the first Business Day following the Creation Order Date or the
Redemption Order Date, as applicable. 


“Redemption
Distribution” means, subject to deduction of any tax or other governmental
charges due thereon, the 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 of a Fund as of
the close of the NYSE Arca Core Trading Session or the last to close of the
Futures Exchanges on which the Fund’s Designated Contracts or Substitute
Contracts (which are listed on futures exchanges other than the Futures
Exchanges) are traded, whichever is later, on the Redemption Order Date. 


Each Participant is
responsible for ensuring that the Creation Basket Capital Contribution and/or
the Redemption Basket it intends to transfer to the Fund in exchange for
Creation Baskets or redemption proceeds, as applicable, is available for
transfer to such Fund in the manner and at the times described in these
Procedures. 


Participants will be
required to pay a nonrefundable per order transaction fee of $500 to the
Transfer Agent (the “Transaction Fee”). 


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ANNEX
I


WEBSITE
BASED ORDERS

AND

FAX/TELEPHONE BASED ORDERS


CREATION
PROCEDURES


 


1. PLACING A CREATION ORDER.


          Participants
may submit Website Based Orders or Fax/Telephone Based Orders to the Transfer
Agent as provided by these Procedures. 


          NOTE
THAT IF THE PARTICIPANT PLACES A FAX/TELEPHONE BASED ORDER, THE TELEPHONE CALL
IN WHICH THE SUBMISSION NUMBER IS ISSUED INITIATES THE CREATION ORDER PROCESS
BUT DOES NOT ALONE CONSTITUTE THE CREATION ORDER. A CREATION ORDER OR REQUEST
IS ONLY COMPLETED AND PROCESSED UPON RECEIPT OF THE SUBMISSION. 


          Creation
Orders for Creation Baskets may be initiated only on Business Days. Creation
Orders may only be made in whole Creation Baskets of the Fund. 


          To
begin a Creation Order, the Participant must telephone the Transfer Agent at
718.315.7500 or such other number as the Managing Owner designates in writing
to the Participant. This telephone call must be made by an Authorized Person of
the Participant and answered by the Transfer Agent before the Order Cut-Off
Time. Upon verifying the authenticity of the Participant (as determined by the
use of the appropriate PIN Number), the Transfer Agent will request that the
Participant place the Creation Order. To do so, the Participant must provide
the appropriate ticker symbol when referring to the Fund. After the Participant
has placed the Creation Order, the Transfer Agent will read the Creation Order
back to the Participant. The Participant then must affirm that the Creation
Order has been taken correctly by the Transfer Agent. If the Participant
affirms that Creation Order has been taken correctly, the Transfer Agent will
issue a confirmation number (the “Confirmation Number”) to the Participant.
All Creation Orders may also be placed by the Participant as a Website Based
Order by the Order Cut-Off Time.  


          PLEASE
NOTE: A CREATION ORDER REQUEST IS NOT COMPLETE UNTIL THE CONFIRMATION NUMBER IS
ISSUED BY THE TRANSFER AGENT. WITH RESPECT TO THE FUND, A CREATION ORDER FOR
CREATION BASKETS CANNOT BE CANCELED BY THE PARTICIPANT AFTER THE CONFIRMATION
NUMBER HAS BEEN ISSUED. INCOMING TELEPHONE CALLS ARE QUEUED AND WILL BE HANDLED
IN THE SEQUENCE RECEIVED. ACCORDINGLY, THE PARTICIPANT SHOULD NOT HANG UP AND
REDIAL. CALLS THAT ARE IN PROGRESS AT THE ORDER CUT-OFF TIME ARE VALID AND THE
CREATION ORDER WILL BE TAKEN. PLEASE NOTE THAT “IN PROGRESS” IS DEFINED AS A
PARTICIPANT ACTUALLY SPEAKING WITH THE TRANSFER AGENT. FOR CALLS THAT ARE
PLACED BEFORE THE ORDER CUT-OFF TIME THAT ARE IN THE HOLDING QUEUE UNANSWERED
AT OR AFTER THE ORDER CUT-OFF TIME, WILL BE VERBALLY DENIED. INCOMING CALLS
THAT ARE RECEIVED AFTER THE ORDER CUT-OFF TIME WILL NOT BE ANSWERED BY THE
TRANSFER AGENT. ALL TELEPHONE CALLS WILL BE RECORDED. 


2. RECEIPT OF CONFIRMATION.


          Subject
to the conditions that a properly completed telephone Creation Order has been
placed by the Participant not later than the Order Cut-Off Time, the Managing
Owner will accept the Creation Order on behalf of the Trust and will confirm in
writing to the Participant that its Creation Order has been accepted within 45
minutes after the designated Order Cut-Off Time on the Business Day that the
Creation Order is received. Once the Creation Order has been approved by the
Managing Owner, the Managing Owner will sign or time-stamp the Creation Order
and send that Creation Order to the Transfer Agent. 


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3. QUALITY ASSURANCE.


          After
a Confirmation Number is issued by the Transfer Agent to the Participant, the
Participant will fax a written version of the Creation Order to the Transfer
Agent. Upon receipt, the Transfer Agent should immediately telephone the
Participant if the Transfer Agent believes that the Creation Order has not been
completed correctly by the Participant. In addition, the Transfer Agent will
telephone the Participant if the Transfer Agent is in non-receipt of the
Creation Order within 15 minutes after the Creation Order has been called into
the Transfer Agent. 


4. REJECTING OR SUSPENDING CREATION ORDERS.


          The
Managing Owner or its designee reserves the absolute right to reject acceptance
of a Creation Order if: (i) the Managing Owner, or its designee, determines
that, due to position limits or otherwise, investment alternatives that will
enable a Fund to meet its investment objective are not available to the Fund at
that time; (ii) it is determined by the Managing Owner, or its designee, not
to be in proper form; (iii) the Managing Owner, or its designee, has determined
such Purchase Order would have adverse tax consequences to the Trust or to the
Beneficial Owners; (iv) the acceptance or receipt of such Purchase Order
could, in the opinion of counsel to the Managing Owner be unlawful; or (v) if circumstances
outside the control of the Managing Owner, or its designee, make it for all
practical purposes not feasible to process creations of Baskets. The Managing
Owner or its designee shall notify the Participant of a rejection or revocation
of any Creation Order. 


          The
Managing Owner may, in its discretion, suspend the right of repurchase, or
postpone the purchase settlement date, (i) for any period during which an
Exchange or any other exchange material to the valuation or operation of a Fund
is closed other than for customary holidays or weekend closings or trading is
suspended or restricted in any of the Fund’s investments; (ii) for any period
during which an emergency exists as a result of which the fulfillment of a
purchase order is not reasonably practicable; or (iii) for such other period as
the Managing Owner determines to be necessary for the protection of the
Shareholders. The Managing Owner or its designee may not revoke a previously
accepted Creation Order, as defined in Section 2 of this Annex. 


          The
Managing Owner or its designee is not liable to any person or in any way for
any loss or damages that may result from any such rejection or suspension. 


5. CONTRACTUAL SETTLEMENT.


          (a)
Through the CNS Clearing Process


          Except
as provided below, the Creation Basket Capital Contribution must be made in
same day funds through the NSCC to a DTC account maintained by the Custodian on
or before the Settlement Time, after acceptance of the Creation Order, together
with the applicable Transaction Fee. A Creation Basket of the Fund will be
issued to the Participant at the Settlement Time through the CNS system
assuming timely payment of the Creation Basket Capital Contribution and the
Transaction Fee through CNS in accordance with the terms, conditions and
guarantees as set forth in CNS agreements to which the Custodian and
Participant have entered into. 


          (b)
Outside the CNS Clearing Process: 


          The
Creation Basket Capital Contribution must be delivered to an account maintained
by the Custodian on or before the Settlement Time. 


          The
Creation Basket will be credited to the Participant at the Settlement Time.


REDEMPTION
PROCEDURES


1. PLACING A REDEMPTION ORDER.


          Participants
may submit Website Based Orders or Fax/Telephone Based Orders to the Transfer
Agent as provided by these Procedures. 


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          NOTE
THAT IF THE PARTICIPANT PLACES A FAX/TELEPHONE BASED ORDER, THE TELEPHONE CALL
IN WHICH THE SUBMISSION NUMBER IS ISSUED INITIATES THE REEMPTION ORDER PROCESS
BUT DOES NOT ALONE CONSTITUTE THE REEMPTION ORDER. A REEMPTION ORDER IS ONLY
COMPLETED AND PROCESSED UPON RECEIPT OF THE SUBMISSION. 


          Redemption
Orders for Redemption Baskets may be initiated only on Business Days.
Redemption Orders may only be made in whole Redemption Baskets of each Fund. 


          To
begin a Redemption Order, the Participant must telephone the Transfer Agent at
718.315.7500 or such other number as the Managing Owner designates in writing
to the Participant. This telephone call must be made by an Authorized Person of
the Participant and answered by the Transfer Agent before the Order Cut-Off
Time. Upon verifying the authenticity of the Participant (as determined by the
use of the appropriate PIN Number), the Transfer Agent will request that the
Participant place the Redemption Order. To do so, the Participant must provide
the appropriate ticker symbol when referring to the Fund. After the Participant
has placed the Redemption Order, the Transfer Agent will read the Redemption
Order back to the Participant. The Participant then must affirm that the
Redemption Order has been taken correctly by the Transfer Agent. If the
Participant affirms that Redemption Order has been taken correctly, the
Transfer Agent will issue a confirmation number (the “Confirmation Number”)
to the Participant. All Redemption Orders may also be placed by the Participant
as a Website Based Order by the Order Cut-Off Time.  


          PLEASE
NOTE: A REDEMPTION ORDER REQUEST IS NOT COMPLETE UNTIL THE CONFIRMATION NUMBER
IS ISSUED BY THE TRANSFER AGENT. WITH RESPECT TO THE FUND, A REDEMPTION ORDER
FOR REDEMPTION BASKETS CANNOT BE CANCELED BY THE PARTICIPANT AFTER THE
CONFIRMATION NUMBER HAS BEEN ISSUED. INCOMING TELEPHONE CALLS ARE QUEUED AND WILL
BE HANDLED IN THE SEQUENCE RECEIVED. ACCORDINGLY, THE PARTICIPANT SHOULD NOT
HANG UP AND REDIAL. CALLS THAT ARE IN PROGRESS AT THE ORDER CUT-OFF TIME ARE
VALID AND THE REDEMPTION ORDER WILL BE TAKEN. PLEASE NOTE THAT “IN PROGRESS”
IS DEFINED AS A PARTICIPANT ACTUALLY SPEAKING WITH THE TRANSFER AGENT. FOR
CALLS THAT ARE PLACED BEFORE THE ORDER CUT-OFF TIME THAT ARE IN THE HOLDING
QUEUE UNANSWERED AT OR AFTER THE ORDER CUT-OFF TIME, WILL BE VERBALLY DENIED.
INCOMING CALLS THAT ARE RECEIVED AFTER THE ORDER CUT-OFF TIME WILL NOT BE
ANSWERED BY THE TRANSFER AGENT. ALL TELEPHONE CALLS WILL BE RECORDED. 


2. RECEIPT OF CONFIRMATION. 


          Subject
to the conditions that a properly completed telephone Redemption Order has been
placed by the Participant not later than the Order Cut-Off Time, the Managing
Owner will accept the Redemption Order on behalf of the Trust and will confirm
in writing to the Participant that its Redemption Order has been accepted
within 45 minutes after the designated Order Cut-Off Time on the Business Day
that the Redemption Order is received. Once the Redemption Order has been
approved by the Managing Owner, the Managing Owner will sign or time-stamp the
Redemption Order and send that Redemption Order to the Transfer Agent. 


3. QUALITY ASSURANCE.


          After
a Confirmation Number is issued by the Transfer Agent to the Participant, the
Participant will fax a written version of the Redemption Order to the Transfer
Agent. Upon receipt, the Transfer Agent should immediately telephone the
Participant if the Transfer Agent believes that the Redemption Order has not
been completed correctly by the Participant. In addition, the Transfer Agent
will telephone the Participant if the Transfer Agent is in non-receipt of the
Redemption Order within 15 minutes after the Redemption Order has been called
into the Transfer Agent. 


4. REJECTING OR SUSPENDING REDEMPTION ORDERS. 


          The
Managing Owner, or its designee, shall reject any Redemption Order if: (i) the
fulfillment of which its counsel advises would be illegal; (ii) it is
determined by the Managing Owner, or its designee, not to be in proper 


23





form; or (iii) as a result of the Redemption
Order, the number of remaining outstanding Shares would be reduced to fewer
than the number of Shares required to remain outstanding for a Fund under
applicable exchange rules.


          The
Managing Owner or its designee may, in its discretion, suspend the right of
redemption, or postpone the Settlement Time: (i) for any period during which
any of the Exchanges or any other exchange material to the valuation or
operation of the Fund is closed other than for customary holidays or weekend
closings or when trading is suspended or restricted in any of the Fund’s
investments; (ii) for any period during which an emergency exists as a result
of which the delivery, disposal or evaluation of a 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 shareholders. The Managing
Owner shall notify the Participant of a rejection or revocation of any
Redemption Order. The Managing Owner or its designee may not revoke a
previously accepted Redemption Order, as defined in Section 2 of this
Annex. 


          The
Managing Owner or its designee is not liable to any person or in any way for
any loss or damages that may result from any such rejection, suspension or
postponement. 


5. CONTRACTUAL SETTLEMENT.


          (a)
Through the CNS Clearing Process


          Except as provided below, the Redemption
Baskets must be delivered through the NSCC to a DTC account maintained by the
Custodian on or before the Settlement Time, after acceptance of the Redemption
Order, together with receipt of the Transaction Fee. The Redemption
Distribution will be credited to the Participant at the Settlement Time through
the NSCC’s Continuous Net Settlement (CNS) system, assuming timely delivery of
Redemption Baskets and the Transaction Fee through CNS in accordance with the
terms, conditions and guarantees as set forth in CNS agreements to which the
Custodian and Participant have entered into. 


          (b)
Outside the CNS Clearing Process


          The
Redemption Baskets must be delivered to an account maintained by the Custodian
on or before the Settlement Time.


          The
Redemption Distribution will be paid to the Participant at the Settlement Time.


24