Trust Agreement



 Exhibit 4.1 

iSHARES® DELAWARE TRUST SPONSOR LLC, 
 as Sponsor

 and 

BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A., 
 as Trustee 
 and 

WILMINGTON TRUST COMPANY, 
 as Delaware Trustee 
 FIRST AMENDED AND RESTATED TRUST AGREEMENT 

iSHARES® DOW JONES-UBS ROLL SELECT COMMODITY INDEX TRUST 
 Dated as of [ ], 2012 







 TABLE OF CONTENTS 

 

									
	 ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION
	  	 	1	  
		 	 Section 1.1
	  	Definitions	  	 	1	  
		 	 Section 1.2
	  	Rules of Construction	  	 	6	  
		
	 ARTICLE II CREATION AND DECLARATION OF TRUST
	  	 	7	  
		 	 Section 2.1
	  	Creation and Declaration of Trust; Business of the Trust	  	 	7	  
		 	 Section 2.2
	  	Legal Title	  	 	7	  
		 	 Section 2.3
	  	Form of Certificates; Book-Entry System; Transferability of Shares	  	 	8	  
		 	 Section 2.4
	  	Issuance and Redemption of Shares; General	  	 	9	  
		 	 Section 2.5
	  	Purchase Orders	  	 	9	  
		 	 Section 2.6
	  	Delivery of Shares	  	 	10	  
		 	 Section 2.7
	  	Registration and Registration of Transfer of Shares; Combination and Split-up of Certificates	  	 	10	  
		 	 Section 2.8
	  	Redemption of Shares and Withdrawal of Trust Property	  	 	11	  
		 	 Section 2.9
	  	Limitations on Issuance and Delivery, Registration of Transfer and Surrender of Shares	  	 	11	  
		 	 Section 2.10
	  	Lost Certificates, Etc	  	 	12	  
		 	 Section 2.11
	  	Cancellation and Destruction of Surrendered Certificates	  	 	12	  
		 	 Section 2.12
	  	Splits and Reverse Splits of Shares	  	 	12	  
		 	 Section 2.13
	  	Transaction Fees	  	 	12	  
		
	 ARTICLE III REGISTERED OWNERS
	  	 	13	  
		 	 Section 3.1
	  	Limitation on Liability	  	 	13	  
		 	 Section 3.2
	  	Liability of Registered Owner for Taxes and Other Governmental Charges	  	 	13	  
		 	 Section 3.3
	  	Warranties on Delivery of Basket Amount	  	 	13	  
		
	 ARTICLE IV ADMINISTRATION OF THE TRUST
	  	 	13	  
		 	 Section 4.1
	  	Valuation of Trust Property	  	 	13	  
		 	 Section 4.2
	  	Responsibility of the Trustee for Determinations	  	 	14	  
		 	 Section 4.3
	  	Cash Distributions	  	 	15	  
		 	 Section 4.4
	  	Other Distributions	  	 	15	  
		 	 Section 4.5
	  	Fixing of Record Date	  	 	15	  
		 	 Section 4.6
	  	Payment of Expenses; Sales of Trust Property	  	 	15	  
		 	 Section 4.7
	  	Statements and Reports	  	 	16	  
		 	 Section 4.8
	  	Further Provisions for Sales of Trust Property	  	 	16	  
		 	 Section 4.9
	  	Counsel	  	 	17	  
		 	 Section 4.10
	  	Tax Matters	  	 	17	  
		
	 ARTICLE V THE TRUSTEE AND THE SPONSOR
	  	 	20	  
		 	 Section 5.1
	  	Management of the Trust	  	 	20	  
		 	 Section 5.2
	  	Maintenance of Office and Transfer Books by the Trustee	  	 	20	  


  
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		 	Section 5.3	  	Authority of the Sponsor	  	 	21	  
		 	 Section 5.4
	  	Prevention or Delay in Performance by the Sponsor or the Trustee	  	 	21	  
		 	 Section 5.5
	  	Liability of Covered Persons	  	 	21	  
		 	 Section 5.6
	  	Fiduciary Duty	  	 	22	  
		 	 Section 5.7
	  	Obligations of the Sponsor and the Trustee	  	 	23	  
		 	 Section 5.8
	  	Delegation of Obligations of the Trustee	  	 	24	  
		 	 Section 5.9
	  	Resignation or Removal of the Trustee; Appointment of Successor Trustee	  	 	24	  
		 	 Section 5.10
	  	Custodians	  	 	25	  
		 	 Section 5.11
	  	Indemnification	  	 	25	  
		 	 Section 5.12
	  	Charges of Trustee	  	 	27	  
		 	 Section 5.13
	  	Charges of the Sponsor	  	 	28	  
		 	 Section 5.14
	  	Retention of Trust Documents	  	 	28	  
		 	 Section 5.15
	  	Federal Securities and Commodities Law Filings	  	 	28	  
		 	 Section 5.16
	  	Prospectus Delivery	  	 	29	  
		 	 Section 5.17
	  	Discretionary Actions by Trustee; Consultation	  	 	29	  
		 	 Section 5.18
	  	Number of Trustees	  	 	29	  
		 	 Section 5.19
	  	Initial Trustee	  	 	30	  
		 	 Section 5.20
	  	Delaware Trustee	  	 	30	  
		 	 Section 5.21
	  	Compensation and Expenses of the Delaware Trustee	  	 	31	  
		
	 ARTICLE VI AMENDMENT AND TERMINATION
	  	 	31	  
		 	 Section 6.1
	  	Amendment	  	 	31	  
		 	 Section 6.2
	  	Termination	  	 	32	  
		
	 ARTICLE VII MISCELLANEOUS
	  	 	34	  
		 	 Section 7.1
	  	Counterparts	  	 	34	  
		 	 Section 7.2
	  	Third-Party Beneficiaries	  	 	34	  
		 	 Section 7.3
	  	Severability	  	 	34	  
		 	 Section 7.4
	  	Notices	  	 	34	  
		 	 Section 7.5
	  	Governing Law; Consent to Jurisdiction	  	 	35	  
		 	 Section 7.6
	  	Headings	  	 	35	  
		 	 Section 7.7
	  	Compliance with Regulation B	  	 	36	  
		 	 Section 7.8
	  	Binding Effect; Entire Agreement	  	 	36	  
		 	Section 7.9	  	Provisions in Conflict With Law or Regulations	  	 	36	  

 EXHIBIT A FORM OF CERTIFICATE 

ANNEX I CAPITAL ACCOUNTS, DISTRIBUTIONS AND ALLOCATIONS 

  
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 FIRST AMENDED AND RESTATED TRUST AGREEMENT 

This First Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of [ ], 2012, is among
iShares® Delaware Trust Sponsor LLC, a Delaware limited liability company, as sponsor (the “Sponsor”),
[BlackRock Institutional Trust Company, N.A., a national banking association], as trustee (the “Trustee”), and Wilmington Trust Company, a Delaware banking company, as Delaware trustee (the “Delaware Trustee”). 

W I T N E S S E T H: 
 WHEREAS, the iShares® Dow Jones-UBS Roll Select Commodity Index
Trust (the “Trust”) was created on December 7, 2011 in compliance with the provisions of the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. (as it may be amended from time to
time, or any successor legislation, the “Act”); and 
 WHEREAS, in connection with the creation of the Trust, a trust
agreement (the “Original Trust Agreement”) was executed by the Sponsor, the Trustee and the Delaware Trustee as of December 7, 2011; and 
 WHEREAS, the parties hereto wish to amend and restate the Original Trust Agreement as hereinafter provided to set forth the terms on which Baskets of Shares (in each case as defined below) representing
units of fractional undivided beneficial interests in the net assets of the Trust may be created and redeemed, the Certificate (as defined below) evidencing the Shares may be issued, and certain other terms and conditions relating to the
establishment and administration of the Trust. 
 NOW, THEREFORE, it being the intention of the parties hereto that, effective
as of the date hereof, this First Amended and Restated Trust Agreement constitute the governing instrument of the Trust, and the provisions of the Original Trust Agreement shall have no longer any force or effect and shall be superseded entirely by
the provisions hereof, the parties hereto agree as follows: 
 ARTICLE I 

DEFINITIONS AND RULES OF CONSTRUCTION 
 Section 1.1 Definitions. Except as otherwise specified in this Trust Agreement or as the context may otherwise require, the following terms have the respective meanings set forth below for all
purposes of this Trust Agreement. 
 “Act” has the meaning specified in the recitals hereto. 

“Adjusted Net Asset Value” has the meaning specified in Section 4.1(b). 

  
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 “Adjusted Property” means any property the book value of which has been
adjusted as provided by Section 1(d) of Annex I. 
 “Advisor” means BlackRock Fund Advisors, or any
successor thereto in its capacity as the advisor to the Trust. 
 “Affiliate” means, with respect to any
Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. 

“Agreement” means this Trust Agreement, including Exhibit A and Annex I hereto, as amended, modified,
supplemented and restated from time to time in accordance with its terms. 
 “Authorized Participant” means a
Person that, at the time of submitting to the Trust a Purchase Order or a Redemption Order (a) is a registered broker-dealer and, if required in connection with its activities, a registered futures commission merchant, (b) is a DTC
Participant, (c) has in effect a valid Authorized Participant Agreement and (d) is in a position to transfer Relevant Contracts and the required Short-Term Securities and/or cash to, or take delivery of these assets from, the Trustee
through one or more accounts. 
 “Authorized Participant Agreement” means an agreement among the Trust, the
Sponsor and an Authorized Participant that provides the procedures for the creation and redemption of Baskets. 

“Basket” means a block of [ ] Shares, as such number may be increased or decreased, from time to time, by written notice
from the Sponsor to the Trust. 
 “Basket Amount” is the amount of Relevant Contracts, Short-Term Securities
and/or cash that an Authorized Participant must Deliver in exchange for one Basket, or that an Authorized Participant is entitled to receive in exchange upon Surrender of one Basket. The Basket Amount will be determined as provided in
Section 2.5(c). 
 “Beneficial Owner” means any Person owning a beneficial interest in any Shares,
including a person who holds Shares through a Registered Owner. 
 “Book-Tax Disparity” means, with respect to
any property, as of any date of determination, the difference between the book value of such property (as initially determined under Section 7 of Annex I in the case of contributed property, and as adjusted from time to time in
accordance with Section 1(d) of Annex I) and the adjusted basis thereof for U.S. federal income tax purposes, as of such date of determination. A Beneficial Owner’s share of the Trust’s Book-Tax Disparities will be reflected by
the difference between such Beneficial Owner’s Capital Account balance, as maintained pursuant to Section 1 of Annex I, and the hypothetical balance of the Capital Account computed as if it had been maintained strictly in accordance
with U.S. federal income tax accounting principles. 
 “Business Day” means any day (1) on which none of
the following occurs: (a) the Exchange is closed for regular trading, (b) the CME is closed for regular trading or (c) the Federal Reserve wire transfer system is closed for cash wire transfers, or (2) that the Trustee determines
that it is able to conduct business. 

  
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 “Capital Account” has the meaning specified in Section 1 of Annex
I. 
 “Certificate” means a certificate, in substantially the form attached as Exhibit A hereto that
is executed and delivered by the Trustee under this Trust Agreement evidencing Shares. 
 “Certificate of
Trust” means the Certificate of Trust, as filed with the Secretary of State pursuant to Section 3810 of the Act. 

“CME” means the CME Group Inc. or its successor and its affiliated regulated exchanges. 

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

“Conflicting Provisions” has the meaning specified in Section 7.9. 

“Corporate Trust Office” means the office of the Trustee at which its depositary receipt business is administered,
which, as of the date hereof, is located at 400 Howard Street, San Francisco, CA 94105. 
 “Covered
Person” means the Delaware Trustee, the Trustee and the Sponsor. 
 “Delaware Trustee” means the
Person named as such in the introductory paragraph hereto, solely in such Person’s capacity as the Delaware trustee of the Trust created hereunder and not in such Person’s individual capacity, and includes any successor Delaware trustee
under this Trust Agreement. 
 “Deliver,” “Delivered” or “Delivery” means,
(a) when used with respect to Relevant Contracts, Short-Term Securities and/or cash, (i) delivering Relevant Contracts, Short-Term Securities and/or cash to the Person entitled to the delivery, or as directed by the Person entitled to the
delivery, or (ii) obtaining evidence that ownership of Relevant Contracts, Short-Term Securities and/or cash has been transferred to, and the Relevant Contracts, Short-Term Securities and/or cash is being duly held by a custodian for the
account of, the Person entitled to that delivery, or as directed by the Person entitled to the delivery, (b) when used with respect to Shares, either (i) one or more book-entry transfers of such Shares to an account or accounts at DTC
designated by the Person entitled to such delivery for further credit as specified by such Person or (ii) in the circumstances specified in Section 2.3(e), execution and delivery at the Corporate Trust Office of one or more
Certificates evidencing those Shares. 
 “Depositor” means any Authorized Participant that Delivers Relevant
Contracts, Short-Term Securities and/or cash to or at the direction of the Trust, either for its own account or on behalf of another Person that is the owner or beneficial owner of such Relevant Contracts, Short-Term Securities and/or cash.

 “Distribution Agreement” means the Distribution Agreement between the Sponsor and the Initial Purchaser.

 “DTC” means The Depository Trust Company, or its successor. 

“DTC Participant” means a Person that has an account with DTC. 

  
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 “Eligible Business Day” means a Business Day other than a Business Day
which immediately precedes two or more consecutive days on which there is no scheduled exchange trading session for one or more of the futures contracts that on such day constitute the Relevant Contracts. 

“Exchange” means [ ] or any other regulated securities market where the Sponsor may from time to time decide to list the
Shares for trading. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder. 
 “Indemnified Amounts” has the meaning specified in Section 5.11(a).

 “Indemnitee” has the meaning specified in Section 5.11(e). 

“Indemnitor” has the meaning specified in Section 5.11(e). 

“Indirect Participant” means a Person that has access to the DTC clearing system by clearing securities through, or
maintaining a custodial relationship with, a DTC Participant. 
 “Initial Contributions” has the meaning
specified in Section 1 of Annex I. 
 “Initial Purchaser” means [ ], as initial purchaser under the
Distribution Agreement. 
 “Net Asset Value per Basket” means, as of any date of determination the number
obtained by multiplying (x) the Net Asset Value per Share on the date on which the determination is being made by (y) the number of Shares that constitute a Basket on the date on which the determination is being made. 

“Net Asset Value per Share” means the net asset value of a Share, as determined in accordance with
Section 4.1(b). 
 “Net Asset Value of the Trust” has the meaning specified in
Section 4.1(b). 
 “Order Cutoff Time” means, with respect to any Business Day, (a) [ ] p.m.
(New York City time) on such Business Day (or, if the CME is scheduled to close early on such day, the time of the close of trading of Relevant Contracts on the CME on such Business Day) or (b) any other time agreed to by the Sponsor and the
Trustee and of which all existing Authorized Participants have been previously notified by the Trustee. 
 “Order
Date” means, with respect to a Purchase Order, the date specified in Section 2.5(b) and, with respect to a Redemption Order, the date specified in Section 2.8. 

“Percentage Interest” means as to each Beneficial Owner, the portion (expressed as a percentage) of the total
outstanding Shares held by such Beneficial Owner. 

  
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 “Person” means any natural person or any limited liability company,
corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “Processing Agent” means SEI Investments Distribution Co., or any successor thereto in its capacity as the processing agent for the Trust. 

“Proceeding” has the meaning specified in Section 5.11(e). 

“Purchase Order” has the meaning specified in Section 2.5(b). 

“Qualified Bank” means a bank, trust company, corporation or national banking association organized and doing business
under the laws of the United States or any State of the United States that is authorized under those laws to exercise corporate trust powers and that (a) is a DTC Participant or a participant in such other securities depositary as is then
acting with respect to the Shares, and (b) unless counsel to the Sponsor, determines that the following requirement is not necessary for the exception under Section 408(m) of the Code to apply, is a banking institution as defined in
Section 408(n) of the Code. 
 “Redemption Order” has the meaning specified in Section 2.8.

 “Registered Owner” means a Person in whose name Shares are registered on the books of the Registrar
maintained for that purpose. 
 “Registrar” means the Trustee or any bank or trust company that is appointed to
register Shares and transfers of Shares as herein provided. 
 “Relevant Contracts” means exchange-traded
futures contracts on the Roll Select Index. 
 “Roll Select Index” means the Dow Jones-UBS Roll Select
Commodity Index, any successor thereto or replacement thereof. 
 “SEC” means the Securities and Exchange
Commission of the United States, or any successor governmental agency in the United States. 
 “Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations thereunder. 
 “Settlement Agent”
means State Street Bank and Trust Company, a Massachusetts trust company, or any successor thereto appointed by the Trust as the Trust’s agent for settling Creations and Redemptions with Authorized Participants. 

“Shares” means units of fractional undivided beneficial interest in the net assets of the Trust. 

“Short-Term Securities” means U.S. Treasury securities or other short-term securities and similar securities, in each
case that are eligible as margin deposits for futures contracts [under the rules of the CME]. 

  
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 “Sponsor” means the Person named as such in the introductory paragraph
hereto, solely in such Person’s capacity as sponsor of the Trust and not in such Person’s individual capacity, or any successor thereto which shall have executed such documents and other instruments as in the opinion of counsel to the
Trust shall be necessary to assume all of the duties and responsibilities of the Sponsor hereunder. 
 “Sponsor
Indemnified Party” has the meaning specified in Section 5.11(d). 
 “Surrender” means,
when used with respect to Shares, (a) one or more book-entry transfers of Shares to the DTC account of the Trustee or (b) surrender to the Trustee at its Corporate Trust Office of one or more Certificates evidencing Shares. 

“Tax Matters Partner” means the Sponsor or any successor thereto in its capacity as the “tax matters partner”
for the Trust, as such term is defined in Section 6231(a)(7) of the Code. 
 “Trust” has the meaning
specified in the recitals hereto. 
 “Trust Administrator” means State Street Bank & Trust Company, or
any successor thereto in its capacity as the trust administrator for the Trust. 
 “Trustee” means the Person
named as such in the introductory paragraph hereto, solely in such Person’s capacity as a trustee and not in such Person’s individual capacity, so long as such Person shall continue in office in accordance with the terms hereof, and any
other Person who may from time to time be duly appointed, qualified and serving as a trustee in accordance with the provisions hereof. 
 “Trustee Indemnified Persons” has the meaning specified in Section 5.11(a). 
 “Trust Property” means, at any time, the assets of the Trust at such time, regardless of whether such assets are held by the Trustee or any agent or custodian for the Trust. 

“Unrealized Gain” attributable to any Trust property means, as of any date of determination, the excess, if any, of the
fair market value of such property (as determined for purposes of Section 1(d) of Annex I) as of such date of determination over the adjusted basis of such property as of such date of determination. 

“Unrealized Loss” attributable to any Trust property means, as of any date of determination, the excess, if any, of the
adjusted basis of such property as of such date of determination over the fair market value of such property (as determined for purposes of Section 1(d) of Annex I) as of such date of determination. 

Section 1.2 Rules of Construction. Unless the context otherwise requires: 

(a) a term has the meaning assigned to it; 
 (b) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with generally accepted accounting principles as then in effect in the United States; 

  
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 (c) “or” is not exclusive; 

(d) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Trust
Agreement as a whole and not to any particular Article, Section or other subdivision; 
 (e) “including” means
including without limitation; and 
 (f) words in the singular include the plural and words in the plural include the singular.

 ARTICLE II 
 CREATION AND DECLARATION OF TRUST 
 Section 2.1 Creation and
Declaration of Trust; Business of the Trust. 
 (a) The Trustee declares that it holds and will hold
all Trust Property, as Trustee, for the benefit of the Registered Owners for the purposes of, and subject to the terms and conditions set forth in, this Trust Agreement. The trust governed by this Trust Agreement shall be known as “iShares® Dow Jones-UBS Roll Select Commodity Index Trust.” The Trustee and the Delaware Trustee filed or caused to be
filed the Certificate of Trust (and are hereby authorized and directed to file any amendment thereto or restatement thereof as may be necessary or appropriate from time to time) with the Delaware Secretary of State on December 7, 2011.

 (b) Consistent with the investment objective set forth in Section 2.1(c), the Trust shall have full power and authority
(i) to engage in such business or activities as set forth in, or contemplated by, this Trust Agreement, the Authorized Participant Agreements and any other agreements or instruments to which, in compliance with the provisions of this Trust
Agreement, it shall become a party to or by which it may be bound, (ii) to engage in activities incidental and necessary to carry out the duties and responsibilities as set forth in, or contemplated by, this Trust Agreement, such Authorized
Participant Agreements and such other agreements or instruments and (iii) subject to the following sentence, to engage in any other lawful business, purpose or activity for which statutory trusts may be formed under the Act. Other than the
Shares, the Trust shall not issue or sell any beneficial interests or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed. 
 (c) The Trust’s investment objective shall be to seek investment results that correspond generally, but are not necessarily identical, to the performance of the Dow Jones-UBS Roll Select Commodity
Index Total Return, before the payment of expenses and liabilities of the Trust. 
 Section 2.2 Legal Title. Legal title
to all of the Trust Property shall be vested in the Trust as a separate legal entity; provided, however, that where applicable law in any jurisdiction requires any part of the Trust Property to be vested otherwise, the Trustee may
cause legal title to the Trust Property or any portion thereof to be held by or in the name of the Trustee or any other Person (other than a Registered Owner or a Beneficial Owner) as nominee. 

  
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 Section 2.3 Form of Certificates; Book-Entry System; Transferability of Shares.

 (a) Each Certificate shall be substantially in the form set forth in Exhibit A hereto, with appropriate insertions,
modifications and omissions, as hereinafter provided. No Shares shall be entitled to any benefits under this Trust Agreement or be valid or obligatory for any purpose unless a Certificate evidencing those Shares has been executed by the manual or
facsimile signature of a duly authorized signatory of the Trustee and, if a Registrar (other than the Trustee) for the Shares shall have been appointed, countersigned by the manual signature of a duly authorized officer of the Registrar. A
Certificate bearing the manual or facsimile signature of a duly authorized signatory of the Trustee and the manual signature of a duly authorized officer of the Registrar, if applicable, who was, at the time such Certificate was executed, a proper
signatory of the Trustee or the Registrar, if applicable, shall bind the Trustee, notwithstanding that such signatory has ceased to hold such office prior to the delivery of such Certificate. 

(b) A Certificate may be endorsed with or have incorporated in the text thereof such legends or recitals or modifications not
inconsistent with the provisions of this Trust Agreement as may be required by the Trustee or required to comply with any applicable law or regulations or with the rules and regulations of any securities exchange or automated quotation system upon
which Shares may be listed or quoted or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which the Shares evidenced by a particular Certificate are subject. 

(c) The Sponsor and the Trustee will apply to DTC for acceptance of the Shares in its book-entry settlement system. Shares deposited
with DTC shall be evidenced by one or more global Certificates, which shall be registered in the name of Cede & Co., as nominee for DTC, and shall bear the following legend: 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE
AGENT AUTHORIZED BY THE TRUST FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

  
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 (d) So long as the Shares are eligible for book-entry settlement with DTC and such
settlement is available, unless otherwise required by law, notwithstanding the provisions of Sections 2.3(a) and (b), all Shares shall be evidenced by one or more global Certificates, the Registered Owner of which is DTC or a
nominee of DTC, and (1) no Beneficial Owner will be entitled to receive a separate Certificate evidencing those Shares, (2) the interest of a Beneficial Owner in Shares represented by a global Certificate will be shown only on, and
transfer of that interest will be effected only through, records maintained by DTC or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (3) the rights of a Beneficial Owner with respect to
Shares represented by a global Certificate will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and DTC or the DTC Participant or Indirect Participant through which that
Beneficial Owner holds an interest in Shares. 
 (e) If, at any time when Shares are evidenced by a global Certificate, DTC
ceases to make its book-entry settlement system available for such Shares, the Sponsor and the Trustee may select a comparable depositary for the book-entry settlement of the Shares and cause new global Certificates to be issued and registered in
the name of such successor depositary or its nominee. If the Sponsor and the Trustee determine that no such successor depositary is available, the Trust will terminate as set forth in Section 6.2(a)(vii) and, to the extent necessary in
connection therewith, the Trustee shall execute and deliver separate Certificates evidencing Shares registered in the names of the Beneficial Owners thereof, with such additions, deletions and modifications to this Trust Agreement and to the form of
Certificate evidencing Shares as the Sponsor and the Trustee may agree. 
 (f) Title to a Certificate (and to the Shares
evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a certificated security under Article 8 of the Uniform Commercial Code of the State
of Delaware; provided, however, that the Trustee, notwithstanding any notice to the contrary, may treat the Registered Owner of Shares as the absolute owner thereof for the purpose of determining the Person entitled to any distribution
or to any notice provided for in this Trust Agreement and for all other purposes. 
 Section 2.4 Issuance and Redemption of
Shares; General. Subject to the terms of this Trust Agreement, the Trustee shall have the power and authority, and is hereby authorized, without the approval or action of any Registered Owner or Beneficial Owner, to issue and redeem Shares from
time to time. The number of Shares authorized shall be unlimited. All Shares when so issued on the terms contemplated by this Trust Agreement shall be fully paid and non-assessable. Every Registered Owner or Beneficial Owner, by virtue of having
purchased or otherwise acquired a Share or a beneficial interest in a Share, shall be deemed to have expressly consented and agreed to be bound by the terms of this Trust Agreement. 

Section 2.5 Purchase Orders. 
 (a) Issuances and Deliveries of Shares will take place only in integral numbers of Baskets and in compliance with the provisions of this Trust Agreement, as supplemented by any procedures attached to an
applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Trust Agreement. 

  
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 (b) Authorized Participants wishing to acquire one or more Baskets must place an order
with the Processing Agent (a “Purchase Order”) on any Eligible Business Day. Purchase Orders received by the Processing Agent on an Eligible Business Day prior to the Order Cutoff Time will have that Eligible Business Day as the
Order Date. Purchase Orders received by the Processing Agent on an Eligible Business Day on or after the Order Cutoff Time, or on a day other than an Eligible Business Day, will be considered received at the opening of business on the next Eligible
Business Day and will have as their Order Date the date of such next Eligible Business Day. As consideration for each Basket to be acquired pursuant to a Purchase Order, a Depositor must Deliver the Basket Amount announced by the Trust on the Order
Date of such Purchase Order. 
 (c) The Trustee shall determine the Basket Amount for each Business Day. The Basket Amount
shall be an amount of Relevant Contracts and cash (or, as determined by the Trustee at the direction of the Sponsor, Short-Term Securities in lieu of cash) with a value equal to the Net Asset Value per Basket. The Sponsor intends to publish, or may
designate other persons to publish, for each Business Day, the Basket Amount. 
 (d) All Relevant Contracts, Short-Term
Securities and cash Delivered to the Trust as part of a Purchase Order and any other Trust Property shall be owned by the Trust and held for the Trust by the Trustee at such place and in such manner as the Trustee shall determine. 

Section 2.6 Delivery of Shares. Upon receipt by the Trustee of each Basket Amount in accordance with Section 2.5,
together with a Purchase Order and the other required documents, if any, as specified above and confirmation that the Basket Amount has been Delivered for each Basket, the Trustee, subject to the terms and conditions of this Agreement, shall Deliver
to, or as directed by, the Depositor the number of Baskets issuable in respect of such Delivery as requested in the corresponding Purchase Order, but only upon reimbursement to the Trust of any extraordinary costs or expenses incurred in connection
with the execution of trades related to such Purchase Order, and the payment to the Trustee of the fees and expenses of the Trustee as provided in Section 2.13 and of all taxes and governmental charges and fees payable in connection with
such Delivery, the transfer of the Relevant Contracts, Short-Term Securities and/or cash and the issuance and Delivery of the Baskets. 
 Section 2.7 Registration and Registration of Transfer of Shares; Combination and Split-up of Certificates. 
 (a) The Trustee shall keep or cause to be kept a register of Registered Owners and shall provide for the registration of Shares and the registration of transfers of Shares. 

(b) The Trustee, subject to the terms and conditions of this Trust Agreement, shall register transfers of ownership of Shares on its
transfer books from time to time upon any Surrender of a Certificate evidencing such Shares by the Registered Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as
may be required by the laws of the State of New York and the United States of America. Thereupon, the Trustee shall execute a new Certificate or Certificates evidencing such Shares, and deliver the same to or upon the order of the Person entitled
thereto. 

  
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 (c) The Trustee, subject to the terms and conditions of this Trust Agreement, shall, upon
Surrender of a Certificate or Certificates for the purposes of effecting a split-up or combination of that Certificate or Certificates, execute and deliver one or more new Certificates evidencing those Shares. 

(d) The Trustee may, with the written approval of the Sponsor (which approval shall not be unreasonably withheld), appoint one or more
co-transfer agents for the purpose of effecting registration of transfers of Shares and combinations and split-ups of Certificates at designated transfer offices on behalf of the Trustee. In carrying out its functions, a co-transfer agent may
require evidence of authority and compliance with applicable laws and other requirements by Registered Owners or Persons entitled to Shares and will be entitled to protection and indemnity to the same extent as the Trustee. 

Section 2.8 Redemption of Shares and Withdrawal of Trust Property. 

(a) Authorized Participants wishing to redeem one or more Baskets must place an order with the Administrative Trustee on an Eligible
Business Day (a “Redemption Order”). Upon the Administrative Trustee's receipt of a Redemption Order, the Surrender by an Authorized Participant of any integral number of Baskets for the purpose of withdrawal of the amount of Trust
Property represented thereby, the reimbursement to the Trust of any extraordinary costs or expenses incurred in connection with the execution of trades related to such Redemption Order, and payment of the fees and expenses of the Trustee in
connection with the Surrender of Shares as provided in Section 2.13 and payment of all taxes and charges payable in connection with such Surrender and withdrawal of Trust Property, and subject to the terms and conditions of this
Agreement, including Section 2.9, such Baskets shall be redeemed by the Trust, and such Authorized Participant, as, or acting on authority of, the Registered Owner of those Shares will be entitled to Delivery, in accordance with the
provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement, of the Basket Amounts corresponding to such Baskets
(determined in accordance with Section 2.5(c)) on the applicable Order Date. 
 (b) Redemption Orders received by
the Administrative Trustee prior to the Order Cutoff Time on an Eligible Business Day will have that Eligible Business Day as the Order Date. Redemption Orders received by the Administrative Trustee on or after the Order Cutoff Time on an Eligible
Business Day, or on a day that is not an Eligible Business Day, will have the next Eligible Business Day as the Order Date. 

Section 2.9 Limitations on Issuance and Delivery, Registration of Transfer and Surrender of Shares. 

(a) As a condition precedent to the Delivery, registration of transfer, split-up, combination or Surrender of any Shares or withdrawal
of any Trust Property, the Trustee or the Registrar may require payment from the Depositor or the Authorized Participant Surrendering the Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee with respect to any securities being withdrawn) and payment of any applicable 

  
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fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature or other information that it deems to be necessary and may also
require compliance with any regulations the Trustee may establish consistent with the provisions of this Trust Agreement, including this Section 2.9. 
 (b) The issuance and Delivery of Shares against Delivery of Relevant Contracts, Short-Term Securities and/or cash, the registration of transfer of Shares or the Surrender of Shares for the purpose of
withdrawal of Trust Property may be suspended generally, or refused with respect to particular requested Deliveries or Surrenders, during any period in which the transfer books of the Trustee are closed or if any such action is deemed to be
necessary or advisable by the Trustee or the Sponsor for any reason at any time or from time to time. 
 Section 2.10 Lost
Certificates, Etc. The Trustee shall execute and deliver a new Certificate of like tenor in exchange and substitution for a mutilated Certificate upon cancellation thereof, or in lieu of and in substitution for a destroyed, lost or stolen
Certificate, if the Registered Owner thereof has (a) filed with the Trustee (i) a request for such execution and delivery before the Trustee has notice that the Shares evidenced by the Certificate have been acquired by a protected
purchaser and (ii) a sufficient indemnity bond, and (b) satisfied any other reasonable requirements imposed by the Trustee. 
 Section 2.11 Cancellation and Destruction of Surrendered Certificates. All Certificates Surrendered to the Trustee shall be canceled by the Trustee. The Trustee is authorized to destroy
Certificates so canceled. 
 Section 2.12 Splits and Reverse Splits of Shares. 

(a) If requested in writing by the Sponsor, the Trustee shall effect a split or reverse split of the Shares as of a record date set by
the Trustee in accordance with procedures determined by the Trustee. 
 (b) The Trustee is not required to distribute any
fraction of a Share in connection with a split or reverse split of the Shares. The Trustee may sell the aggregated fractions of Shares that would otherwise be distributed in a split or reverse split of the Shares or liquidate the amount of Trust
Property that would be represented by those Shares and distribute the net proceeds of those Shares or that Trust Property to the Registered Owners entitled to such proceeds. The amount of Trust Property represented by each Share and the Basket
Amount shall be adjusted as appropriate as of the open of business on the Business Day following the record date for a split or reverse split of the Shares. 
 Section 2.13 Transaction Fees. Each Depositor and each Person Surrendering Baskets for the purpose of withdrawing Trust Property shall pay to the Trust such transaction fees as the Trustee in
consultation with the Sponsor may establish from time to time and notify to all Authorized Participants in accordance with their respective Authorized Participant Agreements. 

  
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 ARTICLE III 
 REGISTERED OWNERS 
 Section 3.1 Limitation on Liability. A
Registered 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 the State of Delaware. 

Section 3.2 Liability of Registered Owner for Taxes and Other Governmental Charges. If any tax or other governmental charge shall
become payable by the Trustee with respect to any transfer or redemption of Shares, such tax or other governmental charge shall be payable by the Registered Owner of such Shares to the Trustee. The Trustee shall refuse to effect any registration of
transfer of such Shares or any withdrawal of Trust Property represented by such Shares until such payment is made and may withhold any distributions, or may sell for the account of the Registered Owner thereof Trust Property or Shares, and may apply
such distributions or the proceeds of any such sale in payment of such tax or other governmental charge, and the Registered Owner of such Shares shall remain liable for any deficiency. The Trustee shall distribute any net proceeds of a sale made
under the preceding sentence that remain, after payment of the tax or other governmental charge, to the Registered Owners entitled thereto as in the case of a distribution in cash. 

Section 3.3 Warranties on Delivery of Basket Amount. Every Depositor, at the time it Delivers to the Trust Relevant Contracts,
Short-Term Securities and/or cash in the amount of the aggregate Basket Amount corresponding to any Baskets acquired by such Depositor at such time, shall be deemed thereby to represent and warrant that (i) such Relevant Contracts, Short-Term
Securities and/or cash meet the requirements to be a Basket Amount, (ii) such Depositor is duly authorized to make such Delivery, and (iii) the assets comprising such Basket Amount are free and clear of any lien, pledge, encumbrance,
right, charge or claim (other than the rights created by this Trust Agreement). All representations and warranties deemed to be made under this Section 3.3 shall survive the Delivery of a Basket Amount, Delivery or Surrender of Shares or
termination of this Trust Agreement. 
 ARTICLE IV 

ADMINISTRATION OF THE TRUST 
 Section 4.1 Valuation of Trust Property. 
 (a) The Sponsor is hereby
granted the exclusive authority to determine the Net Asset Value of the Trust and the Net Asset Value per Share, which authority it may, and hereby does, delegate to the Trustee to be exercised as set forth below, until such time as the Sponsor
revokes such delegation in its sole discretion. On each Business Day on which the Exchange is open for regular trading, as soon as practicable after the close of regular trading of the Shares on the Exchange, the Trustee shall determine the Net
Asset Value of the Trust and the Net Asset Value per Share as of such closing time. The Trust Administrator shall value each item of Trust Property and shall communicate such valuation in a report delivered to the Trustee on


  
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each such Business Day for use by the Trustee in the determination of the Net Asset Value of the Trust, unless the Trustee determines, in consultation with the Sponsor, that such method of
valuation is not appropriate as a basis for valuation of the Trust Property, in which case the Trustee will, as provided in Section 4.1(c) below, determine an alternative basis for valuation of the Trust Property. Neither the Trustee nor
the Sponsor shall be liable to any Person for the determination that the most recently communicated net asset value of the Trust Property is not appropriate or for any determination as to the alternative basis for valuation; provided that
such determination is made in good faith. 
 (b) Upon receipt by the Trustee of the Trust Administrator’s report referred
to above, the Trustee shall subtract all fees (other than fees computed by reference to the value of the Trust or its assets), accrued expenses and other liabilities of the Trust from the total value of the Trust Property as of the time of
calculation. The resulting figure is the “Adjusted Net Asset Value” of the Trust. All fees computed by reference to the value of the Trust or its assets shall be calculated on the Adjusted Net Asset Value. The Trustee shall subtract
from the Adjusted Net Asset Value all accrued fees so calculated. The resulting figure is the “Net Asset Value of the Trust.” The Trustee shall divide the Net Asset Value of the Trust by the number of Shares outstanding as of the
time of the calculation, which figure is the “Net Asset Value per Share.” All fees, expenses and other liabilities of the Trust that are or will be incurred or accrued through the close of business on a Business Day shall be
included in the calculations required by this Section 4.1(b) for that Business Day. Shares deliverable under a Purchase Order shall be considered to be outstanding for purposes of the calculations required by this
Section 4.1(b) beginning on the first Business Day immediately following the Order Date of such Purchase Order. Shares deliverable under a Redemption Order shall not be considered to be outstanding for purposes of the calculations
required by this Section 4.1(b) on and after the first Business Day immediately following the Order Date of such Redemption Order. 
 (c) The Trustee, in consultation with the Sponsor, may (and under extraordinary circumstances as identified by the Sponsor, will) value any asset of the Trust pursuant to such other principles as the
Trustee deems fair and equitable so long as such principles are consistent with industry standards. For purposes of the foregoing, “extraordinary circumstances” shall include, but not be limited to, periods during which a valuation price
for a forward contract or a settlement price of a futures contract is not available due to force majeure-type events such as systems failure, natural or man-made disaster, act of God, armed conflict, act of terrorism, riot or labor disruption
or any similar intervening circumstance or due to a trading or other restriction imposed by a relevant futures exchange. 

Section 4.2 Responsibility of the Trustee for Determinations. The determinations made by the Trustee under this Trust Agreement
shall be made in good faith upon the basis of, and the Trustee shall not be liable for any errors contained in, information reasonably available to it. Neither the Sponsor nor the Trustee shall be under liability to the Depositors, the Registered
Owners or the Beneficial Owners, for errors in judgment; provided, however, that this provision shall not protect the Trustee against any liability to which it would otherwise be subject by reason of negligence or bad faith in the
performance of its duties. 

  
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 Section 4.3 Cash Distributions. The Sponsor shall have the exclusive authority to
distribute any Trust Property to the Registered Owners in accordance with this Trust Agreement, which authority it may, and hereby does, delegate to the Trustee [to exercise in accordance with the Sponsor's instructions], until such time as the
Sponsor revokes such delegation in its sole discretion. Whenever the Trustee distributes any cash, the Trustee shall distribute the amount available for distribution to the Registered Owners entitled thereto, in proportion to the number of Shares
held by them respectively. The Trustee shall distribute only such amount, however, as can be distributed without attributing to any Registered Owner a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent.

 Section 4.4 Other Distributions. Whenever the Trustee distributes any Trust Property other than cash, the Trustee
shall distribute such Trust Property to the Registered Owners entitled thereto, in proportion to the number of Shares held by them respectively, after deduction or upon payment of any expenses of the Trust, in any manner the Trustee may deem to be
lawful, equitable and feasible for accomplishing such distribution; provided, however, that if in the opinion of the Trustee such distribution cannot be made proportionately among the Registered Owners entitled thereto, or if for any other
reason (including any requirement that the Trustee withhold an amount on account of taxes or other governmental charges) the Trustee deems such distribution not to be lawful and feasible, the Trustee shall adopt such method as it deems to be lawful,
equitable and feasible for the purpose of effecting such distribution, after deduction or upon payment of the expenses of the Trust, including the public or private sale of such Trust Property or any part thereof, and the net proceeds of any such
sale shall be distributed by the Trustee to the Registered Owners entitled thereto as in the case of a distribution received in cash. 
 Section 4.5 Fixing of Record Date. Whenever any distribution will be made, or whenever the Trustee receives notice of any solicitation of proxies or consents from Registered Owners, or whenever for
any reason there is a split, reverse split or other change in the outstanding Shares, or whenever the Trustee shall find it necessary or convenient in respect of any matter, the Trustee, in consultation with the Sponsor, shall fix a record date for
the determination of the Registered Owners who shall be (a) entitled to receive such distribution or the net proceeds of the sale thereof, (b) entitled to give such proxies or consents in respect of any such solicitation or
(c) entitled to act in respect of any other matter for which the record date was set. 
 Section 4.6 Payment of
Expenses; Sales of Trust Property. 
 (a) The following charges may be accrued and shall be paid by the Trust: 

(i) Any expenses of the Trust not assumed by the Sponsor pursuant to Section 5.7(f), including any
applicable brokerage commissions and any applicable transaction fees; 
 (ii) any taxes and other governmental
charges that may fall on the Trust or the Trust Property; 

  
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 (iii) any expenses of any extraordinary services performed by the Trustee
or the Sponsor on behalf of the Trust or expenses of any action taken by the Trustee or the Sponsor to protect the Trust or the interests of Registered Owners or the Beneficial Owners; 

(iv) any indemnification of the Sponsor or the Advisor; and 

(v) the fee payable to the Sponsor pursuant to Section 5.13. 

(b) The Trustee shall, when directed by the Sponsor, sell or liquidate Trust Property in such quantity and at such times as may be
necessary to permit payment of expenses under this Trust Agreement. Neither the Trustee nor the Sponsor shall have any liability for loss or depreciation resulting from sales of Trust Property so made. The Trustee shall not be liable or responsible
in any way for depreciation or loss incurred by reason of any sale made pursuant to the Sponsor’s direction in accordance with this Section 4.6 or as contemplated in Section 4.8. 

(c) Except as provided in this Trust Agreement, the Trust shall have no obligation to make any distribution to the Registered Owners.
If, at any time and from time to time, the Sponsor determines that the amount of cash included in the Trust Property exceeds the reasonably anticipated expenses of the Trust, the Sponsor may, in its sole discretion, direct the Trustee to distribute
the excess cash to the Registered Owners under Section 4.3. 
 Section 4.7 Statements and Reports.

 (a) After the end of each fiscal year and within the time period required by applicable laws, rules and regulations, at the
Sponsor’s expense, the Trustee shall send to the Registered Owners at the end of such fiscal year an annual report of the Trust containing financial statements that will be prepared by the Trustee and audited by independent accountants
designated by the Sponsor and such other information as may be required by such laws, rules and regulations or otherwise, or which the Sponsor determines shall be included. The Trustee may distribute the annual report by any means acceptable to such
Registered Owners. 
 (b) The Trustee shall provide the Sponsor with such certifications, supporting documents and other
evidence regarding the internal control over financial reporting established and maintained by the Trust, and used by the Trustee in connection with its preparation of the financial statements of the Trust, as may be reasonably necessary in order to
enable the Sponsor to prepare and file or furnish to the SEC any certifications regarding such matters that may be required to be included with the Trust’s periodic reports under the Exchange Act. 

Section 4.8 Further Provisions for Sales of Trust Property. In addition to selling Trust Property in accordance with
Section 4.6, the Trustee shall sell Trust Property whenever either or both of the following conditions exist: 

(a) the Sponsor has notified the Trustee that such sale is required by applicable law or regulation; or 

  
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 (b) this Trust Agreement has been terminated and the Trust Property is to be liquidated in
accordance with Section 6.2. 
 The Trustee and the Sponsor shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any sale made pursuant to this Section 4.8. 
 Section 4.9
Counsel. The Sponsor may, from time to time, employ counsel to act on behalf of the Trust and perform any legal services in connection with the Trust Property and the Trust, including any legal matters relating to the possible disposition or
acquisition of any Trust Property. The fees and expenses of such counsel shall be paid by the Sponsor; provided, however, that the Sponsor shall not be responsible for the payment of any such fees and expenses in excess of $100,000
annually. 
 Section 4.10 Tax Matters. 
 (a) The Trustee, at its expense, shall prepare or cause to be prepared all federal, state, and local tax returns of the Trust for each year for which such returns are required to be filed and shall file
or cause such returns to be timely filed and shall timely pay (or cause to be timely paid) any tax, assessment or other governmental charge owing with respect to the Trust out of Trust Property. The Trustee shall promptly notify the Sponsor if it
becomes aware that any tax, assessment or other governmental charge is due or claimed to be due with respect to the Trust. The Trustee shall deliver or cause to be delivered to each Beneficial Owner, and the broker or nominee through which a
Beneficial Owner owns its Shares, a Schedule K-1 and such other information, if any, with respect to the Trust as may be necessary for the preparation of the federal income tax or information returns of such Beneficial Owner including a statement
showing each Beneficial Owner’s share of income, gain, loss, expense, deductions and credits for such fiscal year for U.S. federal income tax purposes as soon as practicable following each fiscal year but generally not later than March 15.
The Trustee shall provide the Sponsor with a copy of such documents promptly after such filing or furnishing. If not already obtained, the Trustee shall obtain a taxpayer identification number for the Trust. The Trust hereby indemnifies, to the full
extent permitted by law, the Trustee 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 under this
Section 4.10(a), to the extent that such action taken or omitted to be taken does not constitute fraud, negligence or misconduct. Each Beneficial Owner agrees that it shall not, except as required by applicable law, (i) treat, on
its own income or information tax returns or any information returns that it provides to any Beneficial Owner, or to any broker or nominee through which the Beneficial Owner owns its Shares, any item of income, gain, loss, deduction, credit, basis
or any other tax item relating to its Shares in a manner inconsistent with the treatment of such items by the Trust as reflected on the Schedule K-1 or other information statement furnished to such Beneficial Owner pursuant to this
Section 4.10(a), or (ii) file any claim for a refund relating to any such item based on, or which would result in, such inconsistent treatment. 
 (b) The parties hereto and, by its acceptance or acquisition of a Share or a beneficial interest therein, a Beneficial Owner and the broker or nominee through which the Beneficial Owner owns its Share
(i) agree to furnish the Sponsor and the Trustee with such representations, forms, documents or information as may be necessary to enable the Trust to 

  
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comply with its U.S. federal income tax reporting obligations in respect of such Share and to allow the Trust to make the basis adjustments permitted by Section 754 of the Code, including
information regarding such Beneficial Owner’s secondary market transactions in Shares, as well as creations or redemptions of Shares and including information required by Treasury Regulations Section 1.6031(c)-1T and any successor thereto
and (ii) direct brokers and nominees to report to the Trustee the Beneficial Owner’s name and address and such other information as may be reasonably requested by the Trustee for purposes of complying with the Trust’s U.S. federal
income tax reporting obligations or as necessary to allow the Trust to make the basis adjustments permitted by Section 754 of the Code, including information required by Treasury Regulations Section 1.6031(c)-1T and any successor thereto.

 (c) Except as provided herein, the Tax Matters Partner may, in its sole discretion, cause the Trust to make, or refrain from
making, any income or other tax elections that the Tax Matters Partner reasonably deems necessary or advisable, including, but not limited to, an election pursuant to Section 754 of the Code. The Tax Matters Partner intends to make the election
under Section 754 of the Code. The Beneficial Owners recognize and intend that the Trust will be classified as a partnership for U.S. income tax purposes, and will not cause the Trust to make an election to be treated as an association taxable
as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3, or any successor provision, or a similar election under any analogous provision for purposes of state or local law. To the extent
necessary, the Trust or the Beneficial Owners (as appropriate) will make any election necessary to obtain treatment consistent with the foregoing. 
 (d) If the Trust makes an election pursuant to Section 754 of the Code, the Beneficial Owners agree that the basis of Shares and property of the Trust shall be determined taking into account the
provisions of Sections 734(b) and 743(b) of the Code, and except as required by applicable law the Beneficial Owners shall report the basis of their Shares or any property of the Trust distributed to the Beneficial Owners or their agents in a
redemption as equal to the basis reported by the Trust or its agents to such Beneficial Owners. The Beneficial Owners acknowledge that, to the extent any Beneficial Owner is subject to the mark-to-market rules of Section 475 of the Code, the
basis of Shares and of any property of the Trust, including property distributed to a Beneficial Owner in a redemption, shall be determined, including for purposes of Sections 734(b) and 743(b) of the Code, by treating such mark-to-market as having
no effect on such basis. 
 (e) Each Beneficial Owner acknowledges that the Trust may report gain or loss and other tax items,
including the allocation of basis and adjustments to basis, in reliance upon the assumption that any redemption of a Beneficial Owner’s Share is a distribution other than in liquidation of the Beneficial Owner’s Share (a “partial
redemption”), unless it notifies the Trust or its agent prior to such distribution that such distribution is in liquidation of the Beneficial Owner’s Share (a “complete redemption”). The Beneficial Owner agrees to
notify the Trust or its agent within 5 Business Days of any distribution of (i) any gain or loss arising from a redemption of a Share by the Beneficial Owner or its agent in exchange for such property, and (ii) any difference between the
tax basis of such property on the books of the Trust immediately prior to the redemption, as such amount is reported to the Beneficial Owner or its agent, and the basis of the distributed property to the Beneficial Owner or its agent (such gain or
loss or basis difference, “Section 734(b) items”) in a manner sufficient for the Trust to adjust the basis of 

  
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undistributed property held by the Trust under Section 734(b) of the Code if the Trust makes an election pursuant to Section 754 of the Code. Each Beneficial Owner agrees to determine
its basis for tax purposes in any property it or its agent receives from the Trust in consideration for a redemption of Shares by reference to the tax basis of such property on the books of the Trust immediately prior to the redemption, as such
amount is reported to the Beneficial Owner or its agent by the Trust, subject to adjustment as required under Section 732 or other applicable law. 
 (f) The Trust shall comply with all applicable withholding and backup withholding tax requirements. The Trust shall request, and each Beneficial Owner shall provide to the Trust, and direct any broker or
nominee through which the Beneficial Owner owns its Shares to provide to the Trust, such forms or other documentation as are necessary to establish an exemption from or reduction in withholding tax and backup withholding with respect to each
Beneficial Owner, and any representations, forms and documents as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. The Trust shall file
any required forms with applicable jurisdictions and, unless an exemption from withholding and backup withholding tax is properly established by a Beneficial Owner, shall remit amounts withheld with respect to the Beneficial Owner to the applicable
tax authorities. To the extent that the Trustee reasonably believes that the Trust is required to withhold and pay over any amounts (including taxes, interest, penalties, assessments or additions to tax) to any tax authority with respect to
distributions or allocations to any Beneficial Owner, and the Trust does withhold such amounts, the amounts withheld shall be treated as a distribution of cash to the Beneficial Owner in the amount of the withholding and shall thereby reduce the
amount of cash or other property otherwise distributable to such Beneficial Owner. If an amount required to be withheld is not withheld, the Trust may reduce subsequent distributions by the amount of such required withholding. The consent of the
Beneficial Owners shall not be required for any such withholding. In the event of any claimed over-withholding, Beneficial Owners shall be limited to an action against the applicable jurisdiction. 

(g) By its acceptance of a beneficial interest in a Share, a Beneficial Owner waives all confidentiality rights, including all
confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any representations, forms, documents or information, and any information contained in such representations,
forms or documents, that the Beneficial Owner provides, or has previously provided, to any broker or nominee through which it owns its Shares, to the extent such representations, forms, documents or information may be necessary to (i) assist
the Trust in complying with its withholding tax and backup withholding tax obligations pursuant to Section 4.10(f) of this Trust Agreement or (ii) enable the Trust to comply with its U.S. federal income tax reporting obligations
pursuant to Section 4.10(e) of this Trust Agreement. Furthermore, the parties hereto and, by its acceptance of a beneficial interest in a Share, a Beneficial Owner, acknowledge and agree that any broker or nominee through which a
Beneficial Owner holds its Shares shall be a third party beneficiary to this Trust Agreement for the purposes set forth in Sections 4.10(b), 4.10(f) and 4.10(g). 

(h) The Sponsor shall act as the Tax Matters Partner and exercise any authority permitted the Tax Matters Partner under the Code and
Treasury Regulations, and take whatever steps the Sponsor, in its reasonable discretion, deems necessary or desirable to perfect 

  
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such designation, including (i) filing any forms and documents with the Internal Revenue Service, (ii) investing for its own account, as soon as practicable after commencement of
trading of the Shares on the Exchange, at least $[ ] in Shares the ownership of which shall be retained by the Sponsor for as long as it acts as the Tax Matters Partner, and (iii) taking such other action as may from time to time be required
under the Code or Treasury Regulations. 
 ARTICLE V 

THE TRUSTEE AND THE SPONSOR 
 Section 5.1 Management of the Trust 
 (a) Subject to the direction of the
Sponsor pursuant to Section 5.3 and except as otherwise expressly provided in this Trust Agreement, the Trust’s business shall be conducted by the Trustee in accordance with this Trust Agreement. Except as otherwise provided in this
Trust Agreement, the Trustee shall, under the direction of the Sponsor, have the power on behalf of and in the name of the Trust to carry out any and all of the objects and purposes of the Trust and to perform such acts and enter into and perform
such contracts and other undertakings on behalf of the Trust that the Trustee may deem to be necessary, advisable or incidental thereto. 
 (b) The Trustee shall maintain all books, records and supporting documents that are necessary to comply with any and all aspects of its duties under this Trust Agreement. 

Section 5.2 Maintenance of Office and Transfer Books by the Trustee. 

(a) Until termination of this Trust Agreement in accordance with its terms, the Trustee shall maintain facilities for the execution and
Delivery, registration, registration of transfers and Surrender of Shares in accordance with the provisions of this Trust Agreement. 
 (b) The Trustee shall keep books for the registration of Shares and registration of transfers of Shares, which, at all reasonable times, shall be open for inspection by the Registered Owners. 

(c) The Trustee may, and at the reasonable written request of the Sponsor shall, close the transfer books at any time or from time to
time if such action is deemed to be necessary or advisable in the reasonable judgment of the Trustee or the Sponsor. 
 (d) If
any Shares are listed on one or more stock exchanges in the United States, the Trustee shall act as Registrar or, with the written approval of the Sponsor (which approval shall not be unreasonably withheld), appoint a registrar or one or more
co-registrars for registry of such Shares in accordance with any requirements of such exchange or exchanges. 

  
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 Section 5.3 Authority of the Sponsor. Pursuant to Section 3806(b)(7) of the
Act, the Sponsor is hereby granted the exclusive authority, and shall direct the actions of the Trustee, in the management of the Trust. The Sponsor shall have the exclusive authority to direct the Trustee to perform the Sponsor’s obligations
and exercise its rights under this Trust Agreement. Without limiting the foregoing, the Sponsor shall have the authority to execute and deliver this Trust Agreement, the Distribution Agreement, and (without prejudice to any power or authority
delegated to the Trustee in accordance with the terms of this Trust Agreement) to enter into and perform such contracts and other undertakings on behalf of the Trust and any amendment thereto, as the Sponsor may deem necessary or advisable, and each
of the Trust, the Trustee and the Delaware Trustee is hereby authorized and shall have the power and authority to enter into such agreements and perform its obligations thereunder. 

Section 5.4 Prevention or Delay in Performance by the Sponsor or the Trustee. Neither the Sponsor nor the Trustee nor any of their
respective directors, employees, agents or affiliates shall incur any liability to any Registered Owner, Beneficial Owner, Authorized Participant or Depositor if, by reason of any provision of any present or future law or regulation of the United
States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Sponsor or the Trustee is prevented or forbidden from,
or would be subject to any civil or criminal penalty on account of, or is delayed in, doing or performing any act or thing that, by the terms of this Trust Agreement, it is provided shall be done or performed, and, accordingly, the Sponsor or the
Trustee does not do that thing or does that thing at a later time than would otherwise be required. Neither the Sponsor nor the Trustee will incur any liability to any Registered Owner or Beneficial Owner, Authorized Participant or Depositor by
reason of any non-performance or delay in the performance of any act or thing that, by the terms of this Trust Agreement, it is provided may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for
in this Trust Agreement. 
 Section 5.5 Liability of Covered Persons. 

(a) A Covered Person shall have no liability to the Trust or to any Registered Owner, Beneficial Owner, Authorized Participant,
Depositor or to any other Covered Person for any loss suffered by the Trust that 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 Trust and such course of conduct did not constitute negligence (or, in the case of the Delaware Trustee, gross negligence) or bad faith of such Covered Person. Subject to the foregoing, no Covered Person shall be personally liable for the return
or repayment of all or any portion of the capital or profits of any Registered Owner, Beneficial Owner, Authorized Participant, Depositor 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 Trust without any rights of contribution from any Covered Person. A Covered Person shall not be liable for the conduct or misconduct of any delegatee selected by the Trustee pursuant to
Section 5.8 of this Trust Agreement; provided, however, that in the case of the Trustee the foregoing shall only apply if the Trustee made such selection with reasonable care. 

(b) To the fullest extent permitted by law, no Person (other than a Covered Person), including any officer, director, shareholder,
member or Affiliate of a Covered Person, shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust or to any Registered Owner, Beneficial Owner, Authorized Participant, Depositor or to any


  
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other Person. For the avoidance of doubt, to the fullest extent permitted by law neither the power to give direction to or otherwise control a Covered Person nor the exercise thereof by any
Person (including a Registered Owner or Beneficial Owner) shall cause such Person to have duties (including fiduciary duties) or liabilities relating thereto at law or in equity to the Trust or to any Registered Owner, Beneficial Owner, Authorized
Participant, Depositor or to any other Person. 
 Section 5.6 Fiduciary Duty. 

(a) To the extent that, at law or in equity, the Trustee or the Sponsor has duties (including fiduciary duties) and liabilities relating
thereto to the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or any other Person, the Trustee and the Sponsor acting under this Trust Agreement shall not be liable to the Trust, the Registered
Owners, the Beneficial Owners, the Authorized Participants, the Depositors or any other Person for its good faith reliance on the provisions of this Trust Agreement subject to the standard of care in Section 5.5. The provisions of this
Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Trustee or the Sponsor otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the
Trustee and the Sponsor. 
 (b) Unless otherwise expressly provided herein: 

(i) whenever a conflict of interest exists or arises between the Trustee, the Sponsor or any of their respective
Affiliates, on the one hand, and the Trust or any Registered Owner, Beneficial Owner, Authorized Participant, Depositor or other Person, on the other hand; or 
 (ii) whenever this Trust Agreement or any other agreement contemplated herein provides that the Trustee or the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the
Trust, any Registered Owner, Beneficial Owner, Authorized Participant, Depositor or other Person, 
 the Trustee and the Sponsor, respectively,
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 Trustee or the Sponsor, the resolution, action or terms so
made, taken or provided by the Trustee or the Sponsor shall not constitute a breach of this Trust Agreement or any other agreement contemplated herein or of any duty or obligation of the Trustee or the Sponsor at law or in equity or otherwise.

 (c) Notwithstanding any other provision of this Trust Agreement or of applicable law, whenever in this Trust Agreement the
Trustee or the Sponsor is permitted or required to make a decision: 

  
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 (i) in its “discretion” or under a grant of similar authority,
the Trustee or the Sponsor shall be entitled to consider such interests and factors as it desires, including its own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any
interest of or factors affecting the Trust, any Registered Owner, any Beneficial Owner, any Authorized Participant, any Depositor or any other Person; or 
 (ii) in its “good faith” or under another express standard, the Trustee or the Sponsor shall act under such express standard and shall not be subject to any other or different standard.

 (d) The Trustee, the Sponsor and any of their respective Affiliates 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 Trust, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the
Trustee or the Sponsor. If the Trustee or the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to
the Trust, and the Trustee and the Sponsor shall not be liable to the Trust or to the Registered Owners, the Beneficial Owners, the Authorized Participants or the Depositors for breach of any fiduciary or other duty by reason of the fact that the
Trustee or the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Registered Owner, Beneficial Owner, Authorized Participant
or Depositor shall have any rights or obligations by virtue of this Trust Agreement or the trust 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 Trust, shall not be deemed to be wrongful or improper. Except to the extent expressly provided herein, the Trustee and the Sponsor may engage or be interested in any financial or other transaction with
the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or any Affiliate of the Trust or the Beneficial Owners. 
 Section 5.7 Obligations of the Sponsor and the Trustee. 
 (a) Neither the
Sponsor nor the Trustee assumes any obligation nor shall either of them be subject to any liability under this Trust Agreement to any Registered Owner or Beneficial Owner, Authorized Participant or Depositor (including liability with respect to the
worth of the Trust Property), except that each of them agrees to perform its obligations specifically set forth in this Trust Agreement without negligence or bad faith. 
 (b) Neither the Sponsor nor the Trustee shall be under any obligation to prosecute any action, suit or other proceeding in respect of any Trust Property or in respect of the Shares on behalf of a
Registered Owner, Beneficial Owner, Authorized Participant, Depositor or other Person. 
 (c) Neither the Sponsor nor the
Trustee shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Depositor, any Registered Owner or any other person believed by it in good faith to be competent to give
such advice or information. 

  
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 (d) The Trustee shall not be liable for any acts or omissions made by a successor Trustee,
whether in connection with a previous act or omission of the Trustee or in connection with any matter arising wholly after the resignation of the Trustee; provided that in connection with the issue out of which such potential liability arises
the Trustee performed its obligations without negligence or bad faith while it acted as Trustee. 
 (e) The Trustee and the
Sponsor shall have no obligation to comply with any direction or instruction from any Registered Owner or Beneficial Owner, Authorized Participant or Depositor regarding Shares except to the extent specifically provided in this Trust Agreement.

 (f) The Sponsor will be obligated to pay the following administrative, operational and marketing expenses: (1) the fees
of the Trustee, the Advisor, the Delaware Trustee, the Trust Administrator, the Processing Agent and any permitted delegate of the foregoing, (2) the Exchange listing fees, (3) printing and mailing costs, (4) audit fees, (5) fees
for registration of the Shares with the SEC, (6) tax reporting costs, (7) license fees and (8) pursuant to Section 4.9, legal expenses up to $100,000 annually. The Sponsor will also pay the costs of the Trust’s
organization and initial sale of Shares to the Initial Purchaser. 
 Section 5.8 Delegation of Obligations of the
Trustee. The Trustee may and is hereby authorized to at any time delegate all or a portion of its duties and obligations under this Trust Agreement to another entity, including the Trust Administrator and the Processing Agent, without the
consent of the Sponsor, the Delaware Trustee, any Registered Owner or any Beneficial Owner; provided, that any such delegees shall be appointed with reasonable care, and no such delegation shall be deemed to release the Trustee from any
duties or obligations so delegated. The Trustee may terminate any such delegee at any time and is not required to appoint a replacement therefor. 
 Section 5.9 Resignation or Removal of the Trustee; Appointment of Successor Trustee. 
 (a) The Trustee may at any time resign as Trustee hereunder by written notice of its election so to do, delivered to the Sponsor, and such resignation shall take effect upon the appointment of a successor
Trustee and its acceptance of such appointment as hereinafter provided. 
 (b) The Sponsor may remove the Trustee in its
discretion by written notice delivered to the Trustee in the manner provided in Section 7.4 at any time after the first anniversary of the date hereof. If at any time the Trustee ceases to be a Qualified Bank or is in material breach of
its obligations under this Trust Agreement and the Trustee fails to cure such breach within thirty (30) days after receipt by the Trustee of written notice from the Sponsor, or Registered Owners acting on behalf of at least 25% of the
outstanding Shares, specifying such default and requiring the Trustee to cure such default, the Sponsor may remove the Trustee by written notice delivered to the Trustee in the manner provided in Section 7.4, and such removal shall take
effect upon the appointment of a successor Trustee and its acceptance of such appointment as hereinafter provided. 

  
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 (c) If the Trustee acting hereunder resigns or is removed, the Sponsor shall use its
reasonable efforts to appoint a successor Trustee, which shall be a Qualified Bank. Every successor Trustee shall execute and deliver to its predecessor and to the Sponsor an instrument in writing accepting its appointment hereunder, and thereupon
such successor Trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due to it and on the written
request of the Sponsor, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Trust Property to such
successor and shall deliver to such successor a list of the Registered Owners of all outstanding Shares. The Sponsor or any such successor Trustee shall promptly mail notice of the appointment of such successor Trustee to the Registered Owners.

 (d) Any corporation into which the Trustee may be merged, consolidated or converted in a transaction in which the Trustee is
not the surviving corporation shall be the successor of the Trustee without the execution or filing of any document or any further act. During the 90-day period following the effectiveness of a merger, consolidation or conversion described in the
immediately preceding sentence, the Sponsor may, by written notice to the Trustee, remove the Trustee and designate a successor Trustee in compliance with the provisions of Section 5.9(c). 

Section 5.10 Custodians. The Trustee may at any time appoint one or more custodians (each, a “Custodian”) to hold assets
of the Trust, without the consent of any Registered Owner and any Beneficial Owner. The Trustee may terminate any such Custodian at any time and is not required to appoint a replacement therefor. 

Section 5.11 Indemnification. 
 (a) The Sponsor shall indemnify the Trustee, its directors, employees and delegates (the “Trustee Indemnified Persons”) against, and hold each of them harmless from, any loss, liability,
cost, expense or judgment (including the reasonable fees and expenses of counsel) (collectively, “Indemnified Amounts”) that is incurred by any of them and that arises out of or is related to (i) any offer or sale by the Trust
of Baskets under this Trust Agreement, (ii) acts performed or omitted pursuant to the provisions of this Trust Agreement, as the same may be amended, modified or supplemented from time to time, (A) by a Trustee Indemnified Person or
(B) by the Sponsor or (iii) any filings with or submissions to the SEC in connection with or with respect to the Shares (which, by way of illustration and not by way of limitation, include any registration statement and any amendments or
supplements thereto filed with the SEC or any periodic reports or updates that may be filed under the Exchange Act or any failure to make any filings with or submissions to the SEC that are required to be made in connection with or with respect to
the Shares), except that the Sponsor shall not have any obligations under this Section 5.11(a) to pay any Indemnified Amounts incurred as a result of and attributable to (x) the negligence or bad faith of, or material breach of the
terms of this Trust Agreement by, the Trustee, (y) information furnished in writing by the Trustee to the Sponsor expressly for use in the registration statement, or any amendment thereto, filed with the SEC relating to the Shares that is not
materially altered by the Sponsor or (z) any misrepresentations or omissions made by a Depositor (other than the Sponsor) in connection with such Depositor’s offer and sale of Shares. 

  
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 (b) The Trustee shall indemnify the Sponsor, its directors, employees and delegates
against, and hold each of them harmless from, any Indemnified Amounts (i) caused by the negligence or bad faith of the Trustee or (ii) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in
the registration statement, or any amendment thereto or periodic report, filed with the SEC relating to the Shares that is not materially altered by the Sponsor. 
 (c) If the indemnification provided for in Section 5.11(a) or (b) is unavailable or insufficient to hold harmless the indemnified party under Section 5.11(a) or
(b) above, then the indemnifying party shall contribute to the Indemnified Amounts referred to in Section 5.11(a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits
received by the Sponsor on the one hand and the Trustee on the other hand from the offering of the Shares which are the subject of the action or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Sponsor on the one hand and the Trustee on the other hand in connection with the action, statement or
omission that resulted in such Indemnified Amount, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact from which the action arises relates to information supplied by the Sponsor or the Trustee and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission or the act or omission from which the action arises. The amount of Indemnified Amounts referred to in the first sentence of this Section 5.11(c) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim that is the subject of this Section 5.11. 

(d) The Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act) and
subsidiaries and agents (each, a “Sponsor Indemnified Party”) shall be indemnified from the Trust and held harmless against any Indemnified Amounts arising out of or in connection with the performance of its obligations under this
Trust Agreement or any actions taken in accordance with the provisions of this Trust Agreement and incurred without (1) negligence, bad faith or willful misconduct on the part of such Sponsor Indemnified Party or (2) reckless disregard on
the part of such Sponsor Indemnified Party of its obligations and duties under this Trust Agreement. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such Sponsor Indemnified Party in defending itself against
any claim or liability in its capacity as Sponsor. Any amounts payable to a Sponsor Indemnified Party under this Section 5.11(d) may be payable in advance or shall be secured by a lien on the Trust. The Sponsor may, in its discretion,
undertake any action that it may deem to be necessary or desirable in respect of this Trust Agreement and the rights and duties of the parties hereto and the interests of the Registered Owners and, in such event, the legal expenses and costs of any
such actions shall be expenses and costs of the Trust, and the Sponsor shall be entitled to be reimbursed therefor by the Trust. 
 (e) If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “Proceeding”) in respect of which indemnity may be sought
by either party is brought or asserted against the other party, the party 

  
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seeking indemnification (the “Indemnitee”) shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to
provide such indemnification (the “Indemnitor”) of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee’s ability to seek indemnification from the Indemnitor (but only for
costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnitor’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be
entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no conflict of interest exists as specified in clause (i) below and there are no other defenses available to Indemnitee as specified in clause
(iii) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney’s fees and expenses shall be borne by the Indemnitor, and the Indemnitor shall in good faith defend the
Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but, in such case, no fees and expenses of such counsel shall be borne by the Indemnitor unless such fees
and expenses are otherwise required to be indemnified under Section 5.11(a), (b) or (d), as applicable, and (i) there is such a conflict of interest between the Indemnitor and the Indemnitee as would preclude, in
compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (ii) the Indemnitor fails, within the earlier of (x) twenty (20) days
following receipt of notice of the Proceeding from the Indemnitee or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel
reasonably satisfactory to the Indemnitee or (iii) there are legal defenses available to Indemnitee that are different from or are in addition to those available to the Indemnitor. No compromise or settlement of such Proceeding may be effected
by either party without the other party’s consent unless (m) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (n) the sole relief provided is
monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnitor
shall have no obligation to indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the
Indemnitor agreed, in writing, to assume the defense of such Proceeding. 
 Section 5.12 Charges of Trustee. 

(a) The Trustee is entitled to receive from the Sponsor fees for its services and reimbursement for its out-of-pocket expenses in
accordance with written agreements between the Sponsor and the Trustee. 
 (b) The Trustee is entitled to charge the Trust for
all expenses and disbursements incurred by it under Section 5.17(a) or that are of the type described in Sections 4.6(a)(ii), (iii) or (iv) (in respect of services performed or action taken by the Trustee)
(including the fees and disbursements of legal counsel), except that the Trustee is not entitled to charge the Trust for (i) expenses and disbursements incurred by it prior to the commencement of trading of Shares on the Exchange and
(ii) fees of agents for performing services the Trustee is required to perform under this Trust Agreement. 

  
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 Section 5.13 Charges of the Sponsor. 

(a) The Sponsor is entitled to receive from the Trust, as an expense of the Trust, a fee for services that will accrue daily and be paid
monthly in arrears at an annualized rate of [ ]% of the Adjusted Net Asset Value of the Trust. 
 (b) The Sponsor is entitled
to receive reimbursement from the Trust for all expenses and disbursements incurred by it under the last sentence of Section 5.11(d) or that are of the type described in Sections 4.6(a)(ii), (iii) or (iv) (in
respect of services performed or actions taken by the Sponsor) of this Trust Agreement (including the fees and disbursements of legal counsel), except that the Sponsor is not entitled to charge the Trust for (i) expenses and disbursements
incurred by it prior to the commencement of trading of Shares on the Exchange and (ii) fees of agents for performing services the Sponsor is required to perform under this Trust Agreement. 

Section 5.14 Retention of Trust Documents. The Trustee is authorized to destroy those documents, records, bills and other data
compiled during the term of this Trust Agreement at the times permitted by the laws or regulations governing the Trustee, unless the Sponsor reasonably requests the Trustee in writing to retain those items for a longer period. 

Section 5.15 Federal Securities and Commodities Law Filings. 

(a) The Sponsor has prepared and filed a registration statement with the SEC and shall (i) take such action as is necessary to
qualify the Shares for offering and sale under the federal securities laws of the United States, including the preparation and filing of amendments and supplements to such registration statement, and, if the Sponsor so determines, under the laws of
any other relevant jurisdiction, (ii) promptly notify the Trustee of any amendment or supplement to the registration statement or prospectus, of any order preventing or suspending the use of any prospectus, of any request to amend or supplement
the registration statement or prospectus or if any event or circumstance occurs that is known to the Sponsor as a result of which the registration statement or prospectus, as then amended or supplemented, would include an untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) provide the Trustee with copies, including copies in electronic form,
of the prospectus, as amended and supplemented, in such quantities as the Trustee may from time to time reasonably request and (iv) prepare, file and distribute, if applicable, any periodic reports or updates that may be required under the
Exchange Act, the United States Commodity Exchange Act, as amended, or the rules and regulations thereunder. The Trustee shall furnish to the Sponsor any information from the records of the Trust that the Sponsor reasonably requests in writing as
needed to prepare any filing or submission that the Sponsor or the Trust is required to make under the federal securities or commodities laws of the United States or the laws of any other jurisdiction. 

(b) The Sponsor shall have all necessary and exclusive power and authority to (i) adopt, implement or amend, from time to time,
such disclosure and financial reporting information gathering and control policies and procedures as are necessary or desirable, in the Sponsor’s reasonable judgment, to ensure compliance with applicable disclosure and


  
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financial reporting obligations under any applicable securities laws, (ii) appoint and remove the auditors of the Trust, (iii) make any determination, choice, estimate or other decision
that may be necessary or desirable in connection with the preparation of the financial statements of the Trust and (iv) seek from the relevant securities or other regulatory authorities such relief, clarification or other action as the Sponsor
shall deem to be necessary or desirable regarding the disclosure or financial reporting obligations of the Trust; provided, however, that to the extent applicable laws, regulations or the listing rules of the Exchange contemplate that one or
more of the powers vested in the Sponsor hereby be exercised by an audit committee, then the audit committee of the Sponsor’s board of directors shall have exclusive power and authority to exercise such powers. 

(c) The policies and procedures comprising the Trust’s initial internal control over financial reporting have been adopted as of
the date of this Trust Agreement and copies thereof have been delivered to the appropriate officers of the Sponsor and the Trustee. Amendments to such initial internal control over financial reporting may be proposed from time to time by the
Sponsor, but such amendments may not be adopted in connection with the preparation of the Trust’s financial statements without the Trustee’s consent (which consent will not be unreasonably withheld or delayed). 

Section 5.16 Prospectus Delivery. The Sponsor, or the Trustee on its behalf, will comply with the requirements to provide copies
of the current prospectus for the Trust to Authorized Participants as provided in the relevant Authorized Participant Agreements. 
 Section 5.17 Discretionary Actions by Trustee; Consultation. 
 (a) The
Trustee may, with the consent of the Sponsor, undertake any action that it deems to be necessary or desirable to protect the Trust or the interests of the Registered Owners. The expenses incurred by the Trustee in connection with taking any such
action (including the fees and disbursements of legal counsel) shall be expenses of the Trust, and the Trustee shall be entitled to be reimbursed for those expenses by the Trust. 

(b) The Trustee shall notify and consult with the Sponsor if the Trustee becomes aware of any development or event that affects the
administration of the Trust but is not contemplated or provided for in this Trust Agreement. 
 (c) The Sponsor shall notify
and consult with the Trustee (i) prior to undertaking any action described in the last sentence of Section 5.11(d) or (ii) if the Sponsor becomes aware of any development or event that affects the administration of the Trust
but is not contemplated or provided for in this Trust Agreement. 
 Section 5.18 Number of Trustees. The number of
trustees of the Trust initially shall be two (2), and thereafter the number of trustees shall be such number as shall be fixed from time to time by the Sponsor. The Sponsor is entitled, subject to Section 5.9, to appoint or remove
without cause any trustee at any time; provided, however, that, if required by the Act, there shall at all times be a Delaware Trustee. 

  
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 Section 5.19 Initial Trustee. 

(a) The initial Trustee shall be BlackRock Institutional Trust Company, N.A. 

(b) Except as otherwise required by the Act, the Trustee is authorized to execute on behalf of the Trust any documents that the Trustee
has the power and authority to cause the Trust to execute pursuant to this Trust Agreement. 
 Section 5.20 Delaware
Trustee. 
 (a) The Delaware Trustee shall either be (i) a natural person who is at least twenty-one (21) years
of age and a resident of the State of Delaware or (ii) a legal entity that has its principal place of business in the State of Delaware, otherwise meets the requirements of applicable Delaware law and shall act through one or more persons
authorized to bind such entity. If at any time the Delaware Trustee shall cease to be eligible in accordance with the provisions of this Section 5.20, it shall resign immediately in the manner and with the effect hereinafter specified in
this Section 5.20. The initial Delaware Trustee shall be Wilmington Trust Company. 
 (b) The Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Trustee or the Sponsor that are set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the
sole and limited purpose of fulfilling the requirements of Section 3807 of the Act and for taking such actions as are required to be taken by a Delaware trustee under the Act. The duties (including fiduciary duties), liabilities and obligations
of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) executing any certificates required to be filed with the Delaware Secretary of State that the Delaware Trustee is
required to execute under Section 3811 of the Act, and there shall be no other duties (including fiduciary duties) or obligations, express or implied, at law or in equity, of the Delaware Trustee. 

(c) The Delaware Trustee shall serve until such time as the Sponsor removes the Delaware Trustee or the Delaware Trustee resigns and a
successor Delaware Trustee is appointed by the Sponsor in accordance with the terms of this Section 5.20. The Delaware Trustee may resign at any time upon the giving of at least sixty (60) days’ advance written notice to the
Trustee; provided, that such resignation shall not become effective unless and until a successor Delaware Trustee shall have been appointed by the Sponsor in accordance with Section 5.20. If the Sponsor does not act within such
sixty (60) day period, the Delaware Trustee may apply to the Court of Chancery of the State of Delaware for the appointment of a successor Delaware Trustee. 
 (d) Upon the resignation or removal of the Delaware Trustee, the Sponsor shall appoint a successor Delaware Trustee by delivering a written instrument to the outgoing Delaware Trustee. Any successor
Delaware Trustee must satisfy the requirements of Section 3807 of the Act. Any resignation or removal of the Delaware Trustee and appointment of a successor Delaware Trustee shall not become effective until a written acceptance of appointment
is delivered by the successor Delaware Trustee to the outgoing Delaware Trustee and the Sponsor and any fees and expenses due to the outgoing Delaware Trustee are paid. Following compliance with the preceding sentence, the successor Delaware Trustee
(i) shall file 

  
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an amendment to the Certificate of Trust reflecting the change of Delaware Trustee and (ii) shall become fully vested with all of the rights, powers, duties and obligations of the outgoing
Delaware Trustee under this Trust Agreement, with like effect as if originally named as Delaware Trustee, and the outgoing Delaware Trustee shall be discharged of its duties and obligations under this Trust Agreement. 

(e) The Sponsor shall indemnify the Delaware Trustee, its directors, employees, delegates and agents (the “Delaware Trustee
Indemnified Persons”) against, and hold each of them harmless from, any Indemnified Amounts that are incurred by any of them and that arise out of or are related to (i) any offer or sale by the Trust of Baskets under this Trust
Agreement, (ii) acts performed or omitted pursuant to the provisions of this Trust Agreement, as the same may be amended, modified or supplemented from time to time, (A) by a Delaware Trustee Indemnified Person or (B) by the Sponsor
or the Trustee or (iii) any filings with or submissions to the SEC in connection with or with respect to the Shares (which, by way of illustration and not by way of limitation, include any registration statement and any amendments or
supplements thereto filed with the SEC or any periodic reports or updates that may be filed under the Exchange Act or any failure to make any filings with or submissions to the SEC that are required to be made in connection with or with respect to
the Shares), except that the Sponsor shall not have any obligations under this Section 5.20(e) to pay any Indemnified Amounts incurred as a result of and attributable to (x) the gross negligence or bad faith of, or material breach
of the terms of this Trust Agreement by, the Delaware Trustee or (y) information furnished in writing by the Delaware Trustee to the Sponsor expressly for use in the registration statement, or any amendment thereto, filed with the SEC relating
to the Shares that is not materially altered by the Sponsor. Any such indemnity shall be subject to the provisions of Section 5.11(e). 
 Section 5.21 Compensation and Expenses of the Delaware Trustee. The Delaware Trustee shall be entitled to receive from the Sponsor reasonable compensation for its services hereunder as set forth in
a separate fee agreement and shall be entitled to be reimbursed by the Sponsor for reasonable out-of-pocket expenses incurred by it in the performance of its duties hereunder, including the reasonable compensation, out-of-pocket expenses and
disbursements of counsel and such other agents as the Delaware Trustee may employ in connection with the exercise and performance of its rights and duties hereunder. 
 ARTICLE VI 
 AMENDMENT AND TERMINATION 

Section 6.1 Amendment. 
 (a) The Sponsor, with the consent of the Trustee but without the consent of any Registered Owner or Beneficial Owner, may amend any provision of this Trust Agreement. Any amendment that imposes or
increases any fees or charges (other than taxes and other governmental charges) or prejudices a substantial existing right of the Registered Owners or similarly materially adversely affects any Registered Owner will not become effective until [
] days after notice of such amendment is given by the Trustee to the Registered Owners. Every 

  
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Registered Owner and Beneficial Owner, at the time any such amendment becomes effective, shall be deemed, by continuing to hold any Shares or an interest therein, to consent and agree to such
amendment and to be bound by this Trust Agreement as amended thereby. In no event shall any amendment impair the right of a Registered Owner to Surrender Baskets and receive therefor the amount of Trust Property represented thereby, except in order
to comply with mandatory provisions of applicable law. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as an
association taxable as a corporation for United States federal income tax purposes. 
 (b) No amendment shall be made to this
Trust Agreement without the consent of the Delaware Trustee if such amendment adversely affects any of its rights, duties or liabilities. 
 Section 6.2 Termination. 
 (a) The term for which the Trust will exist
commenced on the date of the filing of the Certificate of Trust and shall continue until terminated pursuant to the provisions hereof. The Trustee shall set a date on which the Trust shall dissolve and mail notice of that dissolution to the
Registered Owners at least thirty (30) days prior to the date set for dissolution if any of the following occurs: 
 (i) the Trustee is notified that the Shares are delisted from the Exchange and are not approved for listing on another national securities exchange within five (5) Business Days of their delisting;

 (ii) Registered Owners of at least 75% of the outstanding Shares notify the Trustee that they elect to
dissolve the Trust; 
 (iii) sixty (60) days have elapsed since the Trustee notified the Sponsor of the
Trustee’s election to resign, and a successor Trustee has not been appointed and accepted its appointment as provided in Section 5.9; 
 (iv) the SEC (or its staff) or a court of competent jurisdiction determines that the Trust is an investment company under the Investment Company Act of 1940, as amended, and the Trustee has actual
knowledge of that determination; 
 (v) the Sponsor notifies the Trustee in writing that it has determined, in
its discretion, that the dissolution of the Trust is advisable; 
 (vi) the Trust is treated as an association
taxable as a corporation for United States federal income tax purposes and the Trustee receives notice from the Sponsor that the Sponsor has determined that termination of the Trust is advisable; or 

(vii) DTC is unable or unwilling to continue to perform its functions, and a comparable replacement is unavailable.


  
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 (b) On and after the dissolution of the Trust, the Trustee shall, in accordance with
Section 3808(e) of the Act, wind up the business and affairs of the Trust. Subject to the payment or the reasonable provision of such payment by the Trustee of the claims and obligations of the Trust as required by Section 3808(e) of the
Act, the Registered Owners will, upon (i) Surrender of their Shares, (ii) payment of the fees and expenses for the Surrender of Shares provided in Section 2.13 and (iii) payment of any applicable taxes or other
governmental charges, be entitled to Delivery to them or upon their order, of the amount of Trust Property represented by those Shares. The Trustee shall not accept any Delivery of Basket Amounts after the date of dissolution. If any Shares remain
outstanding after the date of dissolution of the Trust, the Trustee thereafter shall discontinue the registration of transfers of Shares, shall not make any distributions to Registered Owners and shall not give any further notices, except that the
Trustee shall continue to collect distributions pertaining to Trust Property and hold the same uninvested and without liability for interest, pay pursuant to Section 3808(e) of the Act the Trust’s expenses and sell Trust Property as
necessary to meet those expenses and shall continue to deliver Trust Property, together with any distributions received with respect thereto and the net proceeds of the sale of any other property, in exchange for Shares Surrendered to the Trustee
(after deducting or upon payment of, in each case, the fees and expenses set forth in Section 2.13 for the Surrender of Shares, any expenses for the account of the Registered Owner of such Shares in accordance with the terms and
conditions of this Trust Agreement and any applicable taxes or other governmental charges). At any time after the expiration of ninety (90) days following the date of dissolution of the Trust, the Trustee may sell the Trust Property then held
under this Trust Agreement and may thereafter, after complying with Section 3808(e) of the Act, hold uninvested the net proceeds of any such sale, together with any other cash then held by it under this Trust Agreement, unsegregated and without
liability for interest, for the pro rata benefit of the Registered Owners of the Shares that have not theretofore been Surrendered, such Registered Owners thereupon becoming general creditors of the Trustee with respect to such net proceeds.
After making such sale or the completion of the wind up of the business and affairs of the Trust have otherwise occurred, the Trust and this Trust Agreement shall terminate and the Trustee shall execute and cause a certificate of cancellation of the
Certificate of Trust to be filed in accordance with the Act and notify the Delaware Trustee of such filing. After making such filing, the Trustee shall be discharged from all obligations under this Trust Agreement, except to account for such net
proceeds and other cash (after deducting, in each case, any fees, expenses, taxes or other governmental charges payable by the Trust, the fee of the Trustee for the Surrender of Shares and any expenses for the account of the Registered Owner of such
Shares in accordance with the terms and conditions of this Trust Agreement and any applicable taxes or other governmental charges). 
 (c) Upon the termination of this Trust Agreement, the Sponsor shall be discharged from all obligations under this Trust Agreement, except that its obligations to the Trustee under
Sections 5.11 and 5.12(a) shall survive termination of this Trust Agreement. 

  
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 ARTICLE VII 
 MISCELLANEOUS 
 Section 7.1 Counterparts. This Trust
Agreement may be executed in any number of counterparts, each of which is deemed to be an original and all of such counterparts constitute one and the same agreement. Copies of this Trust Agreement are filed with the Trustee and are open to
inspection by any Registered Owner during the Trustee’s business hours. 
 Section 7.2 Third-Party Beneficiaries.
Subject to Section 5.8, this Trust Agreement is for the exclusive benefit of the parties hereto, the Affiliates, officers and employees included in the definition of Covered Person, and the shareholders, directors, employees, delegates
and affiliates referred to in Section 5.11, and the Registered Owners, Beneficial Owners and Depositors from time to time, and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other Person.

 Section 7.3 Severability. In case any one or more of the provisions contained in this Trust Agreement are or become
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Trust Agreement shall in no way be affected, prejudiced or disturbed thereby. 

Section 7.4 Notices. 
 (a) All notices given under this Trust Agreement must be in writing. 
 (b) Any
notice to be given to the Trustee, the Sponsor or the Delaware Trustee shall be deemed to have been duly given (i) when it is actually delivered by a messenger or a recognized courier service, (ii) five (5) days after it is mailed by
registered or certified mail, postage paid or (iii) when receipt of a facsimile transmission is acknowledged via a return receipt or receipt confirmation as requested by the original transmission, in each case to or at the address or facsimile
number set forth below: 
 To the Trustee: 
 BlackRock Institutional Trust Company, N.A. 
 400 Howard Street 

San Francisco, CA 94105 
 Attention: Fund Administration 
 Facsimile: (415) 618-5712 

or (1) any other place to which the Trustee may have transferred its Corporate Trust Office with notice to the Sponsor and the Delaware Trustee or
(2) any entity to which the Trustee may have transferred all or some of its duties hereunder pursuant to Section 5.8 at the address set forth in the notice of transfer provided to the Sponsor and the Delaware Trustee. 

  
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 To the Sponsor: 

iShares® Delaware Trust Sponsor LLC 
 400 Howard
Street 
 San Francisco, CA 94105 
 Attention: Product Management Team, Intermediary Investors and 
 Exchange Traded
Products Department 
 Facsimile: (415) 618-5097 
 or any other place to which the Sponsor may have transferred its principal office with notice to the Trustee and the Delaware Trustee. 

To the Delaware Trustee: 
 Wilmington Trust Company 
 Rodney Square North 

1100 North Market Street 
 Wilmington, DE 19890 
 Attention: Corporate Trust Administration 

Facsimile: (302) 636-4140 

or any other place to which the Delaware Trustee may have transferred its principal office with notice to the Trustee and the Sponsor. 

(c) Any notice to be given to a Registered Owner shall be deemed to have been duly given (i) when actually delivered by messenger
or a recognized courier service, (ii) when mailed, postage prepaid or (iii) when sent by facsimile transmission confirmed by letter, in each case at or to the address of such Registered Owner as it appears on the transfer books of the
Trustee, or, if such Registered Owner shall have filed with the Trustee a written request that any notice or communication intended for such Registered Owner be delivered to some other address, at the address designated in such request. 

Section 7.5 Governing Law; Consent to Jurisdiction. 
 (a) This Trust Agreement is governed by and is to be construed in accordance with the laws of the State of Delaware. 
 (b) The parties hereto hereby (i) irrevocably submit to the non-exclusive jurisdiction of any Delaware state court or federal court sitting in Wilmington, Delaware in any action arising out of or
relating to this Trust Agreement and (ii) consent to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other
court. Each party agrees that, in the event that any dispute arising from or relating to this Trust Agreement becomes subject to any judicial proceeding, such party waives any right that it may otherwise have to (x) seek punitive or
consequential damages or (y) request a trial by jury. 
 Section 7.6 Headings. The titles of the Articles and the
headings of the Sections of this Trust Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Trust Agreement. 

  
 35 









 Section 7.7 Compliance with Regulation B. If any banking institution that is either
a party to this Trust Agreement or a delegate pursuant hereto reasonably believes that any of the activities described herein and to be performed by such institution are reasonably likely to result in such institution having to register as a
broker-dealer under federal law, then (a) such institution will promptly notify in writing the other parties in reasonable detail of the basis of its concern, (b) such institution thereafter shall not be deemed to be in violation of, or
acting negligently or in bad faith with respect to, this Trust Agreement or any agreement incidental hereto by virtue of not engaging in such activity and (c) the parties hereto shall promptly restructure the arrangements described herein in
good faith to the extent necessary to prevent such registration from having to occur. 
 Section 7.8 Binding Effect; Entire
Agreement. Except as otherwise provided in this Trust Agreement, every covenant, term and provision of this Trust Agreement is binding upon and inures to the benefit of the parties hereto and their respective personal representatives, successors
and permitted assigns. This Trust Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject
matter in any way. 
 Section 7.9 Provisions in Conflict With Law or Regulations. The provisions of this Trust Agreement
are severable, and if the Trustee determines, with the advice of counsel, that any one or more of such provisions (the “Conflicting Provisions”) are in conflict with the Code, the Act 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
Trustee 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. The Trustee shall not be liable for making or failing to make such a
determination. 
 [Signature Page Follows] 

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

			
	 iSHARES® DELAWARE TRUST SPONSOR LLC,
 as Sponsor

		
	 By:
	 	 BlackRock Asset Management

International, Inc., its Manager

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.,
 as Trustee

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 WILMINGTON TRUST COMPANY,

as Delaware Trustee

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 Signature Page to Amended and Restated Trust Agreement of 

iShares® Dow Jones-UBS Roll Select Commodity Index Trust 

  
 40 









 EXHIBIT A 
 FORM OF CERTIFICATE 
 THE SHARES EVIDENCED HEREBY
REPRESENT RIGHTS WITH RESPECT TO UNDERLYING TRUST PROPERTY (AS DEFINED IN THE TRUST AGREEMENT REFERRED TO HEREIN) HELD BY THE iSHARES® DOW JONES-UBS ROLL SELECT COMMODITY INDEX TRUST (THE “TRUST”) AND DO NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND ARE NOT GUARANTEED BY THE
SPONSOR, THE TRUSTEE, THE DELAWARE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE SHARES NOR THE UNDERLYING TRUST PROPERTY IS INSURED UNDER ANY AGREEMENT THAT DIRECTLY BENEFITS THE TRUST OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY
OTHER PERSON. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(“DTC”) TO THE AGENT AUTHORIZED BY THE TRUST FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRUST SHARES 

ISSUED BY 
 iSHARES® DOW JONES-UBS ROLL SELECT COMMODITY INDEX TRUST

 REPRESENTING 
 FRACTIONAL UNDIVIDED INTERESTS IN THE NET ASSETS OF THE TRUST 
 BLACKROCK
INSTITUTIONAL TRUST COMPANY, N.A., as Trustee 
  

			
	 No.
	  	
                        
*Shares

		  	
                        
CUSIP: [ ]


 BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A., as Trustee (the
“Trustee”), hereby certifies that CEDE & CO., as nominee of The Depository Trust Company, or registered assigns, IS THE OWNER OF [            ]1 Shares issued by iShares® Dow Jones-UBS Roll Select Commodity Index Trust (the “Trust”), each representing a fractional
undivided beneficial interest in the net assets of the Trust, as provided in the Trust Agreement referred to below. The Trustee’s Corporate Trust Office and its principal executive office are located at 400 Howard Street, San Francisco, CA
94105. 
  
  

	1 	 That number of Shares held at The Depository Trust Company at any given point in time. 



  
 A-1









 This Certificate is issued upon the terms and conditions set forth in
the First Amended and Restated Trust Agreement, dated as of [ ], 2012 (the “Trust Agreement”), among
iShares® Delaware Trust Sponsor LLC (the “Sponsor”), the Trustee, and Wilmington Trust Company
as Delaware Trustee. The Trust Agreement sets forth the rights of Registered Owners and the rights and duties of the Trustee and the Sponsor. Copies of the Trust Agreement are on file at the Trustee’s Corporate Trust Office. 

The Trust Agreement is hereby incorporated by reference into and made a part of this Certificate as if set forth in full in this place.
Capitalized terms not defined herein shall have the meanings set forth in the Trust Agreement. 
 This Certificate shall not be
entitled to any benefits under the Trust Agreement or be valid or obligatory for any purpose unless it is executed by the manual or facsimile signature of a duly authorized signatory of the Trustee and, if a Registrar (other than the Trustee) for
the Shares shall have been appointed, countersigned by the manual signature of a duly authorized officer of the Registrar. 
  

			
	 BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.,

as Trustee

		
	By:	 	 
	 Name:
	 	
	 Title:
	 	
		
	By:	 	 
	 Name:
	 	
	 Title:
	 	


 THE TRUSTEE’S CORPORATE TRUST OFFICE ADDRESS IS 

400 HOWARD STREET, SAN FRANCISCO, CA 94105 

  
 A-2









 ANNEX I 
 CAPITAL ACCOUNTS, DISTRIBUTIONS AND ALLOCATIONS 
 Section 1 Capital
Accounts. 
 (a) The Trust shall establish and maintain a separate account (the “Capital Account”) for each
Beneficial Owner’s Shares in accordance with the following provisions (references to Sections in this Annex I will be to Sections in this Annex I unless otherwise stated and references to Sections of the Trust Agreement will be
indicated as such): 
 (i) Initial Contribution. A Beneficial Owner’s initial contribution will be
equal to the amount of cash and the value (as determined under Section 7 of this Annex I) of any Relevant Contracts or Short-Term Securities contributed to the Trust by the Beneficial Owner or its agent on the first issuance of Shares to
the Beneficial Owner or its agent as described in Article II. 
 (ii) Initial Capital Account. The
initial balance of the Capital Account of each Beneficial Owner shall be such Beneficial Owner’s initial contribution. 
 (iii) Adjustments to Capital Accounts. 
 (A) Each Beneficial
Owner’s Capital Account shall be increased by the amount of additional cash and the value (as determined under Section 7 of this Annex I) of any Relevant Contracts or Short-Term Securities contributed to the Trust by such Beneficial
Owner or its agent, and by any income or gain (including income and gain exempt from tax) computed in accordance with Section 1(b) and allocated to such Beneficial Owner pursuant to Section 2. 

(B) Each Beneficial Owner’s Capital Account shall be decreased by the amount of cash and the value (as determined
under Section 7 of this Annex I) of any Relevant Contracts or Short-Term Securities distributed to such Beneficial Owner or its agent pursuant to any provision of this Trust Agreement, and by any expenses, deductions or losses computed
in accordance with Section 1(b) and allocated to such Beneficial Owner pursuant to Section 2. 
 (iv) Contributions. 
 (A) Each Beneficial Owner agrees that
it (or its agent) will contribute property to the Trust only if such property has, to the best of that Beneficial Owner’s knowledge after reasonable inquiry, a basis for tax purposes equal to the fair market value of such property, and
acknowledges that the Trust will rely upon such fair market value basis for purposes of determining and allocating items of income, gain, loss, deduction, basis and other tax items. For this purpose, Section 7 shall apply to determine
fair market value. 

  
 I-1









 (B) In determining which Relevant Contracts and Short-Term Securities, if
any, are to be distributed to a Beneficial Owner or its agent or sold or closed out in connection with a redemption pursuant to the provisions of this Agreement, the Trustee shall adopt a standard procedure for selecting such Relevant Contracts or
Short-Term Securities that is applied consistently to all redemptions. Unless the Trustee determines that another lot selection method more accurately allocates taxable gain and loss to Beneficial Owners in a manner that corresponds to their
economic gain and loss, the procedure shall be “first in, first out,” “last in, last out,” or a combination thereof. 
 (b) For purposes of computing the amount of any item of income, gain, deduction, expense or loss to be reflected in a Beneficial Owner’s Capital Account, the determination, recognition and
classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes; provided that: 

(i) Items described in Section 705(a)(2)(B) of the Code shall be treated as items of deduction. All fees and other
expenses incurred by the Trust to promote the sale of (or to sell) a Share that can neither be deducted nor amortized under Section 709 of the Code shall, for purposes of Capital Account maintenance, be treated as an item described in
Section 705(a)(2)(B) of the Code. 
 (ii) Except as otherwise provided in Treasury Regulations
Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code. 

(iii) In computing income, gain, deduction, expense or loss for Capital Account purposes, the amount of such item shall be
determined taking into account the book value of the Trust’s property, as adjusted pursuant to Section 1(d). 

(c) In the event any Beneficial Owner’s Shares are transferred in accordance with the terms of this Trust Agreement, the transferee
shall succeed to the Capital Account of such Beneficial Owner to the extent such Capital Account relates to the transferred Shares. 
 (d) Consistent with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(f), upon an issuance or redemption of Shares, in connection with the dissolution, liquidation or
termination of the Trust, or otherwise as appropriate pursuant to generally accepted industry accounting practices, the Capital Accounts of all Beneficial Owners may, immediately prior to such issuance, redemption, dissolution, liquidation,
termination, or otherwise, be adjusted (consistent with the provisions hereof) upwards or downwards to reflect any Unrealized Gain or Unrealized Loss attributable to Trust property, as if such Unrealized Gain or Unrealized Loss had been recognized
upon an actual sale of such property, immediately prior to such issuance, redemption, dissolution, liquidation, termination, or otherwise, and had been allocated to the Beneficial Owners at such time pursuant to Section 2. Pursuant to
Treasury Regulations Section 1.704-1(b)(2)(iv)(g), appropriate adjustments shall be made to the book value of Trust property with Unrealized Gain or Unrealized Loss. Proper adjustment shall be made to the amount of any Capital Account
adjustment under this Section 1(d) to take into account any prior Capital Account adjustment under this Section 1. 

  
 I-2









 Section 2 Allocations for Capital Account Purposes. 

(a) For purposes of maintaining Capital Accounts and in determining the rights of the Beneficial Owners among themselves, except as
otherwise provided in this Section 2, each item of income, gain, loss, expense and deduction (computed in accordance with Section 1(b)) shall be allocated to the Beneficial Owners in accordance with their respective
Percentage Interests. 
 (b) Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(g), items of depreciation,
depletion, amortization and gain or loss attributable to Adjusted Property that has a Book-Tax Disparity shall be allocated among the Beneficial Owners in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).

 (c) If any Beneficial Owner unexpectedly receives any adjustments, allocations or distributions described in Treasury
Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), then items of Trust income and gain (consisting of a pro rata portion of each item of Trust income,
including gross income, and gain for such year) shall be specially allocated to such Beneficial Owner in an amount and manner sufficient to eliminate a deficit balance in its Capital Account (after decreasing such Beneficial Owner’s Capital
Account balance by the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6)) created by such adjustments, allocations or
distributions as quickly as possible. This Section 2(c) is intended to constitute a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). 

Section 3 Allocations for Tax Purposes. 
 (a) For U.S. federal income tax purposes, except as otherwise provided in this Section 3, each item of income, gain, loss, deduction and credit of the Trust shall be allocated among the
Beneficial Owners in accordance with their respective Percentage Interests. 
 (b) In an attempt to eliminate Book-Tax
Disparities, items of income, gain, loss, or deduction shall be allocated for U.S. federal income tax purposes among the Beneficial Owners under the remedial allocation method of Treasury Regulations Section 1.704-3(d). 

(c) If any Beneficial Owner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations
Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), then items of income and gain shall be specially allocated to such Beneficial Owner in an amount and manner
consistent with the allocations of income and gain pursuant to Section 2(c). 
 (d) The provisions of this Annex
I and the other provisions of this Trust Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such
Regulations. The Trustee shall be authorized to make appropriate amendments to the allocations of items pursuant to this Section 3 if necessary in order to comply with Section 704 of the Code or applicable Treasury Regulations
promulgated thereunder. 

  
 I-3









 Section 4 Tax Conventions. 

(a) For purposes of Sections 1, 2 and 3, the Trustee shall cause the Trust to adopt such conventions as may be
necessary or appropriate in the Trustee’s reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the
Trust’s income, gain, loss, expenses, deductions and credits in a manner that reflects Beneficial Owner’s Shares. The Trustee may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior
sentence. 
 (b) Unless the Trustee determines that another convention is necessary or appropriate in the Trustee’s
reasonable discretion in order to comply with applicable law, or to allocate items of the Trust’s income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Trustee’s Shares, the Trust shall use the
monthly convention described in this Section 4(b). 
 (i) All issuances, redemptions and transfers of
Shares or beneficial interests therein shall be deemed to take place at a price equal to the value of such Share or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place
on which the value of a Share is lowest (such price, the “single monthly price”). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 1(d), the fair market
value of all Trust property immediately prior to the issuance, redemption or transfer of Shares shall be deemed to be equal to the lowest value of such property (as determined under Section 7) during the month in which such Shares are
issued or redeemed. In the event that the Trust makes an election under Section 754 of the Code, adjustments to be made under Section 743(b) of the Code will be made using the same monthly convention, including by reference to the single
monthly price. 
 (ii) All contributed property shall be deemed to be contributed at a price equal to the
weighted average value of such property (as determined under Section 7) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the
purchase or sales price of the property, respectively. 
 (iii) Each item of Trust income, gain, expense, loss,
deduction and credit attributable to transferred Shares shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Beneficial Owners who own Shares as of the close of the last day of the month
preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this Trust Agreement becomes effective, such items shall
be allocated to the Beneficial Owners who own the Shares as of the close of the last day of the month in which such items arose; and provided further that, unless the Trustee determines that another method is necessary or appropriate in the
Trustee’s reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Trust (or, in the Trustee’s sole discretion, other sales or dispositions of assets if appropriate to more
accurately allocate such gain and loss to Beneficial Owners in a manner that corresponds to their economic gain and loss) shall be allocated to the Beneficial Owners who own Shares as of the close of the day in which such gain or loss is recognized
for U.S. federal income tax purposes. 

  
 I-4









 (iv) All such allocations are intended to constitute a reasonable
method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii) and to take into account a Beneficial Owner or Beneficial Owner’s varying Shares during the taxable year of any issuance, redemption or transfer of
Shares or beneficial interests therein. Any person who is the transferee of Shares shall be deemed to consent to the methods of determination and allocation set forth in this Section 4 as a condition of receiving such Shares. 

Section 5 Shares as Personal Property. Each Beneficial Owner hereby agrees that its Shares shall for all purposes be personal
property. The Trust shall be the sole owner of the property and rights conveyed to it. No Beneficial Owner has any interest in specific Trust property, including property conveyed to the Trust by a Beneficial Owner. 

Section 6 Interest on Capital Contributions. No Beneficial Owner shall be entitled to any interest on its capital
contribution. 
 Section 7 Valuation.  
 (a) Unless otherwise provided in this Trust Agreement, the value, on any day, of Relevant Contracts, Short-Term Securities or any property, other than cash, shall be determined as of the closing of
trading on the Exchange on that day, as follows: 
 (i) The Trustee will value each Relevant Contract on the
basis of that day’s applicable settlement price for the Relevant Contract. If there is no applicable settlement price for any Relevant Contract on that day, the Trustee will use the most recently applicable settlement price unless the Trustee,
in consultation with the Sponsor, determines that the most recently applicable settlement price is inappropriate as a basis for the valuation of such Relevant Contract, in which case the Trustee shall value such Relevant Contract as described in
paragraph (ii) below. 
 (ii) The Trustee will value all other property at (A) its current market
value, if quotations for such property are readily available or (B) its fair value, as reasonably determined by the Trustee, if no quotations for such property are readily available. [Please confirm method of valuation.] 

(b) The Trustee may (but is not required to) employ the services of, and rely upon the reports of, a recognized pricing service
(including a pricing service that is an Affiliate of the Trustee). If the Trustee determines that the procedures in this Section 7 are an inappropriate basis for the valuation of the Trust’s assets, it shall determine an alternative
basis to be employed. The Trustee shall not be liable to any Person for any determination as to the alternative basis for evaluation; provided that such determination is made in good faith. 

  
 I-5









 Section 8 Distributions. 

(a) Distributions from the Trust upon the occurrence of a redemption or upon dissolution, liquidation or termination pursuant to
Section 2.8 of the Trust Agreement or Section 6.2 of the Trust Agreement, will be in the form of Relevant Contracts, Short-Term Securities and/or cash as determined by such sections, as applicable; provided that, in
the case of a distributions upon dissolution, liquidation or termination, amounts received by Beneficial Owners shall be in accordance with Capital Accounts as provided in Treasury Regulations Section 1.704-1(b)(2)(ii)(b). 

(b) Notwithstanding any provision to the contrary contained in this Trust Agreement, the Trust, and the Trustee on behalf of the Trust,
shall not be required to make a distribution with respect to Shares if such distribution would violate the Act or any other applicable law. A determination that a distribution is not prohibited under this Section 8 or the Act shall be
made by the Trustee and, to the fullest extent permitted by applicable law, may be based either on financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances or on a fair valuation
or any other method that is reasonable under the circumstances. Unless otherwise agreed to by the Beneficial Owners, a Beneficial Owner shall be entitled only to the distributions expressly provided for in this Trust Agreement. 

(c) Notwithstanding anything to the contrary contained in this Trust Agreement, the Beneficial Owners understand and acknowledge that a
Beneficial Owner (or its agent) may be compelled to accept a distribution of any asset in kind from the Trust despite the fact that the percentage of the asset distributed to such Beneficial Owner (or its agent) exceeds the percentage of that asset
which is equal to the percentage in which such Beneficial Owner shares in distributions from the Trust. 

  
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