Exhibit 10.2

    


    TEUCRIUM COMMODITY
TRUST

    MARKETING
AGENT AGREEMENT

    


    MARKETING
AGENT AGREEMENT (the “Agreement”) made as of ______________, 2009, by and among
Teucrium Commodity Trust, a Delaware statutory trust (the “Trust”), Teucrium
Trading, LLC (the “Sponsor”) and ALPS Distributors, Inc., a Colorado corporation
(the “Marketing Agent”).

    


    WITNESSETH:

    


    WHEREAS,
the Trust will be governed by an Amended and Restated Declaration of Trust and
Trust Agreement, which grants full management control to the Sponsor (“Trust
Agreement”);

    


    WHEREAS,
the Trust is organized as a series statutory trust pursuant to Section 3804(a)
and 3806(b)(2) of the Delaware Statutory Trust Act, and the Teucrium Corn Fund
(the “Fund”) is a series of the Trust;

    


    WHEREAS,
the Trust, on behalf of the Fund, has filed with the Securities and Exchange
Commission (the “Commission” or “SEC”) a registration statement on Form S-1
(Registration No. 333-162033) and amendments thereto, including as part thereof
a prospectus (the
“Prospectus”), under the Securities Act of 1933, as amended (the “1933
Act”), the forms of which have heretofore been delivered to the Marketing
Agent;

    


    WHEREAS,
as described in the Prospectus and
the authorized purchaser agreements to be entered into by the Sponsor and
certain broker dealers from time to time in the form attached hereto as Exhibit
A (each such agreement, an “Authorized Purchaser Agreement”), units of
fractional undivided beneficial interest in the net assets of the Fund (the
“Units”) may be created or redeemed by an Authorized Purchaser in aggregations
of one hundred thousand (100,000) Units (each aggregation, a “Creation Basket”
or “Redemption Basket,” respectively; and collectively, “Baskets”);
and

    


    WHEREAS,
consistent with the Trust Agreement, the Sponsor wishes to retain the Marketing
Agent to provide certain assistance with respect to the marketing of the Units
and in connection with the creation or redemption of the Baskets;

    


    NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement,
the Sponsor, the Trust and the Marketing Agent hereby agree as
follows:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    SECTION
1

    DEFINITIONS

    


    1.1       Definitions. In addition to
the other terms that are defined in this Agreement, the following terms shall
have the following meanings assigned to them. All other capitalized terms used
herein, but not otherwise defined herein, shall have the meanings assigned to
such terms in the Trust Agreement.

    


    “Authorized Purchaser” means the
broker-dealer who enters into an Authorized Purchaser Agreement with the General
Partner, including the initial Authorized Purchaser, Kellogg Capital Group
LLC.

    


    “Business Day” means any day other than a day on which the
NYSE Arca, Inc., the Chicago Board of Trade, or the New York Stock Exchange is
closed for regular trading.

    


    “Control” means, with respect to any
Person, the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

    


    “Governmental Entity” means any
supranational, national, state, local, foreign, political subdivision, court,
administrative agency, commission or department or other governmental authority
or instrumentality.

    


    “Law” means any law, statute, treaty,
rule, directive, regulation or guideline or Order of any Governmental
Entity.

    


    “Orders” means judgments, writs,
decrees, compliance agreements, injunctions or orders of any Governmental Entity
or arbitrator.

    


    “Person” shall be construed broadly and
shall include an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or another entity, including a Governmental Entity
(or any department, agency or political subdivision thereof).

    


    “Preliminary Prospectus” means the
preliminary prospectus relating to the Units and any other prospectus dated
prior to effectiveness of the Registration Statement relating to the Units that
is provided to prospective Fund investors.

    


    “Prospectus” means, except when
otherwise specified, the prospectus, in the form filed by the Trust on behalf of
the Fund with the Commission on or before the second business day after the date
thereof (or such
earlier time as may be required under the 1933 Act) or, if no such filing is
required, the form of final prospectus included in the Registration Statement at
the time it became effective.

    


    “Representative” means officers,
directors, employees, agents, attorneys, accountants and financial advisors of a
Person, as the case may be.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Registration Statement” means, except
when otherwise specified, the registration statement on Form S-1 (File No.
333-162033) filed by the Trust with the Commission as amended when it becomes
effective under the 1933 Act, including all documents filed as a part
thereof.

    


    SECTION
2

    


    REPRESENTATIONS
AND WARRANTIES

    OF THE
SPONSOR

    


    2.1      Representations and Warranties of the
Sponsor. The Sponsor, on its own behalf and in its capacity as Sponsor of
the Fund, represents and warrants to, and agrees with, the Marketing Agent as
follows.

    


    
      	
               
      

            	
              (a)

            	
              At
      the time of purchase of a Creation Basket by an Authorized Purchaser under
      the Authorized Purchaser Agreement, the Registration Statement shall have
      become effective and no stop order of the SEC with respect thereto has
      been issued and no proceedings for such purpose have been instituted or,
      to the Sponsor’s knowledge, is contemplated by the SEC; any Preliminary
      Prospectus provided to prospective investors, at the time of filing
      thereof, complied in all material respects with the requirements of the
      1933 Act; the Registration Statement will comply when it becomes effective
      and at the time of purchase of a Creation Basket by an Authorized
      Purchaser in all material respects with the requirements of the 1933 Act
      and the Prospectus will comply, as of its date and at the time of purchase
      of a Creation Basket by an Authorized Purchaser, in all material respects
      with the requirements of the 1933 Act and any statutes, regulations,
      contracts or other documents that are required to be described in the
      Registration Statement or the Prospectus or to be filed as exhibits to the
      Registration Statement have been and will be so described or filed; the
      conditions to the use of Form S-1 have been satisfied; the Registration
      Statement will not when it becomes effective and at the time of purchase
      of a Creation Basket by an Authorized Purchaser contain an untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading and the Prospectus will not, as of its date and at the time of
      purchase of the Creation Baskets by the Authorized Purchaser, contain an
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading;
      provided, however, that the Sponsor makes no warranty or representation
      with respect to any statement contained in any Preliminary Prospectus, the
      Registration Statement or any Prospectus in reliance upon and in
      conformity with information concerning the Marketing Agent and furnished
      in writing by or on behalf of the Marketing Agent to the Sponsor expressly
      for use in the Registration Statement or such Prospectus; and the Sponsor
      has not distributed nor will distribute, prior to the effective date of
      the Registration Statement or any subsequent registration statement for
      the registration of additional Units, any offering material in connection
      with the offering or creation of the Baskets by the Authorized Purchaser
      other than any Preliminary Prospectus unless such offering material and
      its distribution complies with Rule 433 under the 1933 Act or any other
      applicable SEC rule.

            


    


    
      
         


      

      
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              (b)

            	
              the
      statement of financial position as set forth in the section of the
      Registration Statement and the Prospectus entitled “Statement of Financial
      Condition of the Fund” accurately reflects the financial condition of the
      Fund as of the date specified in such statement of financial
      position;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Trust has been duly formed and is validly existing as a statutory trust
      under the laws of the State of Delaware and the Fund has been duly
      established as a series of the Trust, as described in the Registration
      Statement and the Prospectus;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      Sponsor has been duly organized and is validly existing as a limited
      liability company in good standing under the laws of the State of
      Delaware, with full power and authority to conduct its business as
      described in the Registration Statement and the Prospectus, and has all
      requisite power and authority to execute and deliver this
      Agreement;

            


    

    


    
      	
               
      

            	
              (e)

            	
              each
      of the Trust and the Sponsor is duly qualified and is in good standing in
      each jurisdiction where the conduct of its business requires such
      qualification;

            


    

    


    
      	
               
      

            	
              (f)

            	
              at
      the time of purchase of a Creation Basket by an Authorized Purchaser, the
      Units in a Creation Basket will have been duly and validly authorized and,
      when issued and delivered against payment therefor, will be duly and
      validly issued, fully paid and non-assessable and free of statutory and
      contractual preemptive rights, rights of first refusal and similar
      rights;

            


    

    


    
      	
               
      

            	
              (g)

            	
              at
      the time of purchase of a Creation Basket by an Authorized Purchaser, the
      Units will conform in all material respects to the description thereof
      contained in the Registration Statement and the Prospectus and the holders
      of the Units will not be subject to personal liability by reason of being
      such holders, except as set forth in the Trust Agreement as in effect at
      that time;

            


    

    


    
      	
               
      

            	
              (h)

            	
              this
      Agreement has been duly authorized, executed and delivered by the Sponsor
      and constitutes the valid and binding obligations of the Sponsor,
      enforceable against the Sponsor in accordance with its
    terms;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              the
      Sponsor is not in breach or violation of or in default under (nor has any
      event occurred which with notice, lapse of time or both would result in
      any breach or violation of, constitute a default under or give the holder
      of any indebtedness (or a Person acting on such holder’s behalf) the right
      to require the repurchase, redemption or repayment of all or a part of
      such indebtedness) its respective constitutive documents, or any
      indenture, mortgage, deed of trust, bank loan or credit agreement or other
      evidence of indebtedness by which the Sponsor or any of its properties may
      be bound or affected, and the execution, delivery and performance of this
      Agreement, the issuance and sale of Units in Creation Baskets to the
      Authorized Purchaser and the consummation of the transactions contemplated
      hereby will not conflict with, result in any breach or violation of or
      constitute a default under (nor constitute any event which with notice,
      lapse of time or both would result in any breach or violation of or
      constitute a default under), respectively, the amended and restated
      limited liability company agreement of the Sponsor, or any indenture,
      mortgage, deed of trust, bank loan or credit agreement or other evidence
      of indebtedness, or any license, lease, contract or other agreement or
      instrument to which the Sponsor is a party or by which, respectively, the
      Sponsor or any of its properties may be bound or affected, or any federal,
      state, local or foreign law, regulation or rule or any decree, judgment or
      order applicable to the Sponsor;

            


    

    


    
      	
               
      

            	
              (j)

            	
              no
      approval, authorization, consent or order of or filing with any federal,
      state, local or foreign governmental or regulatory commission, board,
      body, authority or agency is required to be obtained by the Sponsor, the
      Trust or the Fund in connection with the issuance and sale of the Units
      other than registration of the Units under the 1933 Act, the registration
      of the Sponsor as a Commodity Pool Operator with the National Futures
      Association (the “NFA”) under the Commodities Exchange Act (the “CEA”),
      the filing of the Prospectus with the NFA and any necessary qualification
      under the securities or blue sky laws of the various jurisdictions in
      which the Units are being offered or any requirements for listing under
      the rules and regulations of the NYSE Arca, Inc. (“NYSE
      Arca”);

            


    

    


    
      	
               
      

            	
              (k)

            	
              except
      as set forth in the Registration Statement and the Prospectus (i) no
      Person has the right, contractual or otherwise, to cause the Trust to
      issue or sell to it any Units or other equity interests of the Fund, and
      (ii) no Person has the right to act as an underwriter to the Trust in
      connection with the offer and sale of the Units, in the case of each of
      the foregoing clauses (i) and (ii), whether as a result of the filing or
      effectiveness of the Registration Statement or the sale of the Units as
      contemplated thereby or otherwise; no Person has the right, contractual or
      otherwise, to cause the Trust to register under the 1933 Act any other
      equity interests of the Fund, or to include any such units or interests in
      the Registration Statement or the offering contemplated thereby, whether
      as a result of the filing or effectiveness of the Registration Statement
      or the sale of the Units as contemplated thereby or
    otherwise;

            


    

    


    
      	
               
      

            	
              (l)

            	
              at
      the time of purchase of a Creation Basket by an Authorized Purchaser under
      an Authorized Purchaser Agreement, the Sponsor will have all necessary
      licenses, authorizations, consents and approvals and will have made all
      necessary filings required under any federal, state, local or foreign law,
      regulation or rule, and will have obtained all necessary authorizations,
      consents and approvals from other Persons, in order to conduct its
      respective business; the Sponsor will not be in violation of, or in
      default under, or have received notice of any proceedings relating to
      revocation or modification of, any such license, authorization, consent or
      approval or any federal, state, local or foreign law, regulation or rule
      or any decree, order or judgment applicable to the
  Sponsor;

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
            	
              (m)

            	
              at
      the time of purchase of a Creation Basket by an Authorized Purchaser under
      an Authorized Purchaser Agreement, all legal or governmental proceedings,
      affiliate transactions, off-balance sheet transactions, contracts,
      licenses, agreements, leases or documents of a character required to be
      described in the Registration Statement or the Prospectus or to be filed
      as exhibits to the Registration Statement will have been so described or
      filed as required;

            


    

    


    
      	
               
      

            	
              (n)

            	
              except
      as set forth in the Registration Statement and the Prospectus, there are
      no actions, suits, claims, investigations or proceedings pending or
      threatened or, to the Sponsor’s knowledge after due inquiry, contemplated
      to which the Sponsor, or (to the extent that is or could be material in
      the context of the offering and sale of the Baskets to the Authorized
      Purchaser) any of the Sponsor’s directors or officers, is or would be a
      party or of which any of their respective properties are or would be
      subject at law or in equity, before or by any federal, state, local or
      foreign governmental or regulatory commission, board, body, authority or
      agency;

            


    

    


    
      	
               
      

            	
              (o)

            	
              Rothstein
      Kass, whose report on the audited financial statements of the Fund is
      filed with the Commission as part of the Registration Statement and the
      Prospectus, are independent public accountants as required by the 1933
      Act;

            


    

    


    
      	
               
      

            	
              (p)

            	
              the
      audited financial statements of the Fund included in the Prospectus,
      together with the related notes and schedules, present fairly the
      financial position of the Fund as of the date indicated and have been
      prepared in compliance with the requirements of the 1933 Act and in
      conformity with generally accepted accounting principles; there are no
      financial statements (historical or pro forma) that are required to be
      included in the Registration Statement and the Prospectus that are not
      included as required; and the Fund does not have any material liabilities
      or obligations, direct or contingent (including any off-balance sheet
      obligations), not disclosed in the Registration Statement and the
      Prospectus;

            


    

    


    
      	
               
      

            	
              (q)

            	
              to
      the reasonable belief of the Sponsor, the Fund is not and, after giving
      effect to the offering and sale of the Baskets, will not be an “investment
      company” or an entity “controlled” by an “investment company,” as such
      terms are defined in the Investment Company Act of 1940, as amended (the
      “Investment Company Act”);

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (r)

            	
              (i)
      except as set forth in the Registration Statement and the Prospectus, the
      Sponsor and the Fund own, or have obtained valid and enforceable licenses
      for, or other rights to use, the inventions, patent applications, patents,
      trademarks (both registered and unregistered), tradenames, copyrights,
      trade secrets and other proprietary information described in the
      Registration Statement and the Prospectus as being owned or licensed by
      them or which are necessary for the conduct of their respective businesses
      (collectively, “Intellectual Property”); (ii) except as set forth in the
      Registration Statement and the Prospectus, to the knowledge of the Sponsor
      or the Trust, there are no third parties who have or will be able to
      establish rights to any Intellectual Property, except for the ownership
      rights of the owners of the Intellectual Property which is licensed to the
      Sponsor or the Fund; (iii) to the knowledge of the Sponsor or the Trust,
      there is no infringement by third parties of any Intellectual Property
      owned by or licensed to the Sponsor or the Fund; (iv) to the knowledge of
      the Sponsor or the Trust, there is no pending or threatened action, suit,
      proceeding or claim by others challenging the Sponsor’s or the Fund’s
      rights in or to any Intellectual Property, and the Sponsor and the Trust
      are unaware of any facts which could form a reasonable basis for any such
      claim; (v) to the knowledge of the Sponsor or the Trust, there is no
      pending or threatened action, suit, proceeding or claim by others
      challenging the validity or scope of any Intellectual Property; (vi) to
      the knowledge of the Sponsor or the Trust, there is no pending or
      threatened action, suit, proceeding or claim by others that the Sponsor or
      the Fund infringes or otherwise violates any patent, trademark, copyright,
      trade secret or other proprietary rights of others, and the Sponsor and
      the Trust are unaware of any facts which could form a reasonable basis for
      any such claim; (vii) to the knowledge of the Sponsor or the Trust, there
      is no patent or patent application that contains claims that interfere
      with any issued or pending claims of any of the Intellectual Property
      owned or licensed to the Sponsor or the Fund; and (viii) to the knowledge
      of the Sponsor or the Fund, there is no prior art that may render any
      patent or patent application owned by or licensed to the Sponsor
      unpatentable, invalid or
unenforceable;

            


    

    


    
      	
               
      

            	
              (s)

            	
              all
      tax returns required to be filed by the Sponsor have been filed, and all
      taxes and other assessments of a similar nature (whether imposed directly
      or through withholding) including any interest, additions to tax or
      penalties applicable thereto due or claimed to be due from such entities
      have been paid; and no tax returns or tax payments are due with respect to
      the Fund as of the date of this
Agreement;

            


    

    


    
      	
               
      

            	
              (t)

            	
              the
      Sponsor has not sent or received any communication regarding termination
      of, or intent not to renew, any of the contracts or agreements referred to
      or described in, or filed as an exhibit to, the Registration Statement,
      and no such termination or non-renewal has been threatened by the Sponsor
      or any other party to any such contract or
  agreement;

            


    

    


    
      	
               
      

            	
              (u)

            	
              at
      the time of purchase of a Creation Basket by an Authorized Purchaser under
      an Authorized Purchaser Agreement, the Sponsor, on behalf of the Fund,
      will have established and will maintain disclosure controls and procedures
      (as such term is defined in Rule 13a-14 and 15d-14 under the Exchange Act
      of 1934, as amended (the “Exchange Act”), giving effect to the rules and
      regulations, and SEC staff interpretations thereunder); such disclosure
      controls and procedures will be designed to ensure that material
      information relating to the Fund, is made known to the Sponsor, and such
      disclosure controls and procedures will be effective to perform the
      functions for which they were established; on behalf of the Fund, the
      Sponsor will have disclosed to the Fund’s auditors when and to the extent
      required: (i) any significant deficiencies in the design or operation of
      internal controls which could adversely affect the Fund’s ability to
      record, process, summarize, and report financial data; and (ii) any fraud,
      whether or not material, that involves management or other employees who
      have a role in the Fund’s internal
controls;

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (v)

            	
              any
      statistical and market-related data included in the Registration Statement
      and the Prospectus will be based on or derived from sources that the
      Sponsor believes to be reliable and accurate, and the Sponsor will have
      obtained the written consent to the use of such data from such sources to
      the extent required; and

            


    

    


    
      	
            	
              (w)

            	
              neither
      the Sponsor, nor any of the Sponsor’s directors, members, officers,
      affiliates or controlling Persons has taken, directly or indirectly, any
      action designed, or which has constituted or might reasonably be expected
      to cause or result in, under the Exchange Act or otherwise, the
      stabilization or manipulation of the price of any security or asset of the
      Fund to facilitate the sale or resale of the Units; and to the Sponsor’s
      knowledge after due inquiry, there are no affiliations or associations
      between any member of the NYSE Arca and any of the Sponsor’s officers,
      directors or 5% or greater securityholders, except as may be set forth in
      the Registration Statement and the
Prospectus.

            


    

    


    SECTION
3

    REPRESENTATIONS
OF THE MARKETING AGENT

    


    The
Marketing Agent represents and warrants and covenants the
following:

    


    3.1.      The
Marketing Agent (a) is either (i) registered as a broker-dealer under the
Exchange Act, and is a member in good standing of the Financial Industry
Regulatory Authority (“FINRA”), or (ii) exempt from being, or otherwise is not
required to be, licensed as a broker-dealer or a member of FINRA, and in either
case is qualified to act as a broker or dealer in the states or other
jurisdictions where the nature of its business so requires; and (b) has all
other necessary licenses, authorizations, consents and approvals and has made
all necessary filings required under any federal, state, local or foreign law,
regulation or rule, and has obtained all necessary authorizations, consents and
approvals from other Persons, in order to conduct its activities as contemplated
by this Agreement. The Marketing Agent will maintain any such registrations,
qualifications and membership in good standing and in full force and effect
throughout the term of this Agreement. The Marketing Agent will comply with all
applicable federal laws, including but not limited to, federal securities and
commodities laws, the laws of the states or other jurisdictions concerned, and
the rules and regulations promulgated thereunder, and with the Constitution,
By-Laws and Conduct Rules of FINRA (if it is a FINRA member) and, to the extent
applicable, the rules and regulations of the NFA, and is solely responsible for
determining the application of any such laws or regulations in all cases at its
own expense.  The Marketing Agent will not directly or indirectly
offer, sell or deliver Baskets in or from any state or jurisdiction where they
may not lawfully be offered, sold and/or delivered;

    


    3.2.      If
the Marketing Agent is offering or selling Units in jurisdictions outside the
several states, territories and possessions of the United States, the Marketing
Agent will (i) observe the applicable laws of the jurisdiction in which such
offer and/or sale is made, (ii) comply with the full disclosure requirements of
the 1933 Act, and the rules and regulations promulgated thereunder, and (iii) if
the Marketing Agent is not otherwise required to be registered, qualified or a
member of FINRA as set forth in Section 3.1 above, conduct its business in
accordance with the spirit of FINRA Conduct Rules;


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    3.3.      The
Marketing Agent is in compliance with the money laundering and related
provisions of the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT
Act”), and the regulations promulgated thereunder, if the Marketing Agent is
subject to the requirements of the PATRIOT Act;

    


    3.4.      The Marketing Agent agrees to comply
with the prospectus delivery and disclosure requirements of the 1933 Act, as
well as the disclosure delivery requirements under the CEA;

    


    3.5.      The
Marketing Agent (i) has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Colorado, with full
power and authority to conduct its business and has all requisite power and
authority to execute and deliver this Agreement and (ii) is duly qualified and
is in good standing in each jurisdiction where the conduct of its business
requires such qualification; and

    


    3.6.      This
Agreement has been duly authorized, executed and delivered by the Marketing
Agent and constitutes the valid and binding obligations of the Marketing Agent,
enforceable against the Marketing Agent in accordance with its
terms.

    


    SECTION
4

    EXCLUSIVE
MARKETING AGENT AND STRUCTURE OF THE FUND

    


    4.1       Appointment. The Sponsor and
the Trust hereby appoints the Marketing Agent as the exclusive marketing agent
for Units on the terms and for the periods set forth in this Agreement, and as
set forth in the Authorized Purchaser Agreements as may be entered into from
time to time.  The Marketing Agent hereby accepts such appointment and
agrees to act in such capacity hereunder.

    


    4.2     
Marketing Agent Fee. The
Marketing Agent shall be paid by the Fund for the services of the Marketing
Agent as marketing agent to the Fund hereunder, a fee for its services
hereunder, calculated daily and payable monthly, equal to the greater of
$100,000 per year or an annual rate of 0.10% of the Fund’s average daily net
assets (the “Fee”).

    


    The
above Fee does not include the following expenses, which will be billed
separately to the Fund: cost of placing Fund advertisements in various
periodicals; printing, production and mailing of various Fund marketing
materials and regulatory documents; or FINRA filing fees.  If there
has been a change in control of the Sponsor and this agreement is terminated by
the Trust prior to the expiration of its Term (as defined in Section 8
hereof) other than pursuant to Section 8.2 or is renegotiated during such period
so that Marketing Agent will no longer provide active marketing services, the
Fund shall, in lieu of money damages, pay a lump sum fee equal to the monthly
fees paid under the contract over eighteen (18) months.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    4.3      Expenses. Except as otherwise
expressly provided in this Agreement or agreed to in writing by the parties,
each party hereto shall bear its own fees and expenses incurred in connection
with this Agreement and the transactions contemplated hereby and thereby
(including, without limitation, the legal, accounting and due diligence fees,
costs and expenses incurred by such party).

    


    4.4      Fee Payable by Fund Only. Any
payment obligation of the Fund hereunder shall be enforceable against the assets
of the Fund only, and not against the assets of the Trust generally or of any
other series of the Trust.

    


    SECTION
5

    COVENANTS
OF THE SPONSOR

    


    5.1      Certain Covenants of the
Sponsor. The Sponsor, on its own behalf and in its capacity as Sponsor of
the Fund, covenants and agrees:

    


    
      	
               
      

            	
              (a)

            	
              to
      furnish such information as may be required and otherwise to cooperate in
      qualifying the Units for offering and sale under any applicable securities
      or blue sky laws of such states and foreign jurisdictions as the Marketing
      Agent may reasonably designate and to maintain such qualifications in
      effect so long as the Marketing Agent may request during the term of this
      Agreement; provided that the Fund shall not be required to qualify as a
      foreign corporation or to consent to the service of process under the laws
      of any such jurisdiction (except service of process with respect to the
      offering and sale of the Units); and to promptly advise the Marketing
      Agent of the receipt by the Sponsor or the Fund of any notification with
      respect to the suspension of the qualification of the Units for sale in
      any jurisdiction or the initiation or threatening of any proceeding for
      such purpose;

            


    

    


    
      	
               
      

            	
              (b)

            	
              to
      take all necessary action to register the Units under the 1933 Act in
      order to sell the initial Creation Basket and take, from time to time,
      such steps, including payment of the related filing fees, as may be
      necessary to register additional Units under the 1933 Act to the end that
      all Units sold in additional Creation Baskets will be properly registered
      under the 1933 Act and to keep the Registration Statement effective and
      current during the term of this
Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              to
      make available to the Marketing Agent, as soon as practicable after the
      Registration Statement becomes effective, and thereafter from time to
      time, furnish to the Marketing Agent, as many copies of the Prospectus (or
      of the Prospectus as amended or supplemented if any amendments or
      supplements have been made thereto after the effective date of the
      Registration Statement) as the Marketing Agent may request for the
      purposes contemplated by the 1933
Act;

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (d)

            	
              to
      advise the Marketing Agent promptly and, if requested by the Marketing
      Agent, to  confirm such advice in writing when the Registration
      Statement and any post-effective amendment thereto has become effective,
      and upon receipt of request from the Marketing Agent therefore and to the
      extent legally permissible, to file a post-effective amendment removing
      any reference to the Marketing Agent
thereunder;

            


    

    


    
      	
               
      

            	
              (e)

            	
              to
      prepare, at the expense of the Fund, such amendments or supplements to the
      Registration Statement or the Prospectus and to file such amendments or
      supplements with the Commission, when and as required, by the 1933 Act,
      the Exchange Act, and the rules and regulations of the Commission
      thereunder, including if requested by the Marketing Agent; to advise the
      Marketing Agent promptly of any proposal to amend or supplement the
      Registration Statement or the Prospectus and to provide the Marketing
      Agent and the Marketing Agent’s counsel with copies of any such documents
      for review and comment within a reasonable amount of time prior to any
      proposed filing and to file no such amendment or supplement to which the
      Marketing Agent or its counsel shall reasonably object in writing; and to
      advise the Marketing Agent promptly, confirming such advice in writing, of
      any request by the Commission for amendments or supplements to the
      Registration Statement or the Prospectus or for additional information
      with respect thereto, or of notice of institution of proceedings for, or
      the entry of a stop order suspending the effectiveness of the Registration
      Statement and, if the Commission should enter a stop order suspending the
      effectiveness of the Registration Statement, to use its best efforts to
      obtain the lifting or removal of such order as soon as
      possible;

            


    

    


    
      	
               
      

            	
              (f)

            	
              to
      file promptly all reports and any information statement required to be
      filed by the Fund with the Commission in order to comply with the Exchange
      Act and the CEA subsequent to the date of the Prospectus and for so long
      as the term of this Agreement;

            


    

    


    
      	
               
      

            	
              (g)

            	
              if
      necessary or appropriate, to file a registration statement pursuant to
      Rule 462(b) under the 1933 Act;

            


    

    


    
      	
               
      

            	
              (h)

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              to
      furnish to the holders of the Fund’s Units as soon as practicable after
      the end of each fiscal year an annual report (including a balance sheet
      and statements of income and cash flow of the Fund for such fiscal year,
      accompanied by a copy of the certificate or report thereon of nationally
      recognized independent certified public
  accountants);

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (j)

            	
              to
      furnish to the Marketing Agent a copy of the Registration Statement, as
      initially filed with the Commission, and of all amendments thereto
      (including all exhibits thereto);

            


    

    


    
      	
               
      

            	
              (k)

            	
              to
      (1) furnish to the Marketing Agent promptly during the term of this
      Agreement (i) copies of any reports, proxy statements, or other
      communications which are sent to the holders of the Fund’s Units or shall
      from time to time publish or publicly disseminate, (ii) copies of all
      annual, quarterly and current reports filed with the Commission on Forms
      10-K, 10-Q and 8-K, or such other similar forms as may be designated by
      the Commission, (iii) copies of documents or reports filed with the NYSE
      Arca, (iv) copies of documents or reports filed with the NFA and with the
      Commodity Futures Trading Commission, and (v) such other information as
      the Marketing Agent may reasonably request regarding the Fund; and (2)
      make available for inspection by the Marketing Agent, its attorneys,
      accountants and other advisors or agents, all financial and other records,
      pertinent corporate documents and properties, and cause the officers,
      directors and employees of the Sponsor and independent accountants to
      supply all information reasonably requested by the Marketing Agent, its
      attorneys, accountants and other advisors and
  agents;

            


    

    


    
      	
               
      

            	
              (l)

            	
              to
      use its best efforts to cause the Units to be listed on the NYSE
      Arca;

            


    

    


    
      	
            	
              (m)

            	
              to
      furnish to the Marketing Agent (i) at the time of the purchase of the
      initial Creation Basket by the Initial Authorized Purchaser and (ii) if
      requested by the Marketing Agent, at the time of the purchase of the first
      Creation Basket subsequent to the registration of additional Units, an
      opinion of Sutherland Asbill & Brennan LLP, counsel for the Sponsor,
      addressed to the Marketing Agent and substantially in the form attached
      hereto as Exhibit B;

            


    

    


    
      	
               
      

            	
              (n)

            	
              to
      cause Rothstein Kass to deliver to the Marketing Agent upon the request of
      the Marketing Agent (i) at the time of filing of any pre-effective or
      post-effective amendment to the Registration Statement or a new
      Registration Statement filed to register additional Units in reliance on
      Rule 429 or any amendment thereto, if in any such case the Registration
      Statement or amendment includes or incorporates by reference financial
      information not previously included or incorporated by reference in a
      Registration Statement or amendment, and (ii) at the time of effectiveness
      of any such Registration Statement or amendment, letters dated such dates
      and addressed to the Marketing Agent, containing statements and
      information of the type ordinarily included in accountants’ letters to
      underwriters with respect to the financial statements and other financial
      information contained in or incorporated by reference into the
      Registration Statement and the
Prospectus;

            


    

    


    
      	
               
      

            	
              (o)

            	
              to
      deliver to the Marketing Agent (i) at the time of purchase of the initial
      Creation Basket by the Initial Authorized Purchaser, and (ii) if requested
      by the Marketing Agent, at the time of the purchase of the first Creation
      Basket subsequent to the registration of additional Units, an officer’s
      certificate substantially in the form attached as Exhibit D
      hereto;

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (p)

            	
              to
      furnish to the Marketing Agent (i) at the time of purchase of the initial
      Creation Basket by the Initial Authorized Purchaser, (ii) if requested by
      the Marketing Agent, at the time of the purchase of the first Creation
      Basket subsequent to the registration of additional Units, and (iii) at
      such other times as the Marketing Agent reasonably requests, such other
      documents and certificates as of such dates as the Marketing Agent may
      reasonably request; and

            


    

    


    
      	
               
      

            	
              (q)

            	
              to
      cause the Trust to file a supplement to the Registration Statement on or
      about the same time that the Trust files a quarterly or annual report
      pursuant to Section 13 or 15(d) of the Exchange Act (including the
      information contained in such report), until such time as the Trust’s
      reports filed pursuant to Section 13 or 15(d) of the Exchange Act are
      incorporated by reference in the Registration
  Statement.

            


    

    


    For the purposes of this Section 5.1,
the term “Registration Statement” shall mean the Registration Statement as
amended or supplemented from time to time up to and including the date as of
which the relevant covenant is fulfilled, and the term “Prospectus” shall mean
the Prospectus as amended or supplemented from time to time to and including the
date as of which the relevant covenant is fulfilled.

    


    SECTION
6

    MARKETING
PLAN DEVELOPMENT

    AND
MARKETING AGENT COVENANTS

    


    6.1      Pre-Launch
Development.

    


    
      	
               
      

            	
              (a)

            	
              The
      Sponsor and the Marketing Agent will develop the Fund’s marketing plan
      prior to the effective date of the Registration Statement in accordance
      with the provisions of this Section 6.1 and the marketing strategy as
      described in Exhibit C.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Sponsor and the Marketing Agent will use commercially reasonable efforts
      and commit sufficient resources to finalize the Registration Statement,
      the governing documents of the Trust and the Fund, and agreements with the
      Fund’s service providers, communicate with the Commission to obtain
      approval of the Registration Statement and communicate with the NYSE Arca
      to obtain approval of the listing of the Units on the NYSE
      Arca.

            


    

    


    6.2      Post-Launch
Activities.

    


    
      	
               
      

            	
              (a)

            	
              The
      Sponsor and the Marketing Agent will market the Fund and the Units on an
      ongoing basis after the Registration Statement is declared effective and
      the Units have been listed on the NYSE Arca in accordance with the
      provisions of this Section 6.2.

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              Subject
      to necessary regulatory approvals and compliance with all applicable legal
      and regulatory requirements, the Marketing Agent shall, in good faith and
      subject to existing market conditions, use its best efforts to market the
      Fund; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Marketing Agent shall provide the Sponsor with copies of all written
      marketing materials distributed by it connected with the
    Fund.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Marketing Agent shall process orders for Baskets as set forth in the
      Authorized Purchaser Agreement.

            


    

    


    6.3      Joint Reviews.

    


    
      	
               
      

            	
              (a)

            	
              In
      order to oversee the pre-launch development and post-launch performance of
      the Fund on a regular basis, the parties
shall:

            


    

    


    
      	
               
      

            	
              (i)

            	
              conduct
      at least once each calendar quarter in which the annual review described
      in clause (ii) below is not conducted, a review of the performance of the
      Fund, with such review to include the senior management of the Sponsor and
      the senior management of the Marketing Agent and to cover such topics as
      asset growth/decline, sales strategy, new business efforts, new product
      initiatives and stock exchange trading activity;
  and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              conduct
      at least once each calendar year, a review of the overall performance of
      the Fund, which will include a review of the most recent quarterly period,
      with such review to include the chief executive officer of the Sponsor and
      senior management of the Marketing Agent and to cover such topics as
      strategic direction and new business
  initiatives.

            


    

    -

    
      	
               
      

            	
              (b)

            	
              Prior
      to each of the quarterly and annual reviews which will take place pursuant
      to this Section 6.3, the Sponsor and the Marketing Agent will jointly
      prepare and circulate among the parties, a report covering the quarterly
      or annual period which is the subject of each review, with such report to
      cover such topics described above.

            


    

    


    6.4      Delivery of Prospectus. The
Marketing Agent shall deliver copies of the Prospectus to Authorized Purchasers
that purchase Units, except where such delivery is not required by applicable
law.  In addition, the Marketing Agent shall: (i) ensure that all
requests to the Marketing Agent for Prospectuses are fulfilled, and (ii) provide
NYSE Arca, Inc. (and any other national securities exchange on which the Units
may be listed) with copies of the Prospectus for delivery to purchasers in the
secondary market as may be required by applicable law.

    


    6.5      Marketing Materials. The
Marketing shall not distribute any material including the name of the Trust or
the Fund without the prior consent of the Sponsor (which shall not be
unreasonably withheld); provided, however, that the Sponsor hereby approves all
lawful uses of the names of the Trust and Fund in any required regulatory
filings of the Marketing Agent that merely refer in accurate terms to the
appointment of the Marketing Agent hereunder, or that are required by the SEC,
FINRA or any state regulatory authority.  In addition, appropriate
personnel of the Marketing Agent shall review all sales and marketing materials
and presentations relating to the Fund for compliance with applicable laws, file
such materials with FINRA to the extent necessary or appropriate, and seek FINRA
comment on such materials.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    6.6       Information Provided to Marketing
Agent. In performing its duties hereunder, the Marketing Agent shall be
entitled to rely on and shall not be responsible in any way for information
provided to it by the Sponsor and its service providers and shall not be liable
or responsible for the errors and omissions of such service providers, provided
that the foregoing shall not be construed to protect the Marketing Agent against
any liability to the Sponsor or the Fund to which the Marketing Agent would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.

    


    6.7       Conditions to Marketing Agent’s
Obligations. The obligations of the Marketing Agent hereunder are subject
in the Marketing Agent’s discretion, to the condition that (i) all
representations and warranties and other statements of the Sponsor herein or
delivered pursuant hereto be true and correct (a) at and as of the date made,
(b) at the time of the purchase of the Baskets by the Authorized Purchaser, (c)
at each time the Registration Statement or the Prospectus is amended or
supplemented, (d) at each time the Fund files any report, statement or other
document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding
filings under Rule 12b-25), (e) at each time the Fund issues any Baskets and (f)
at such other times the Marketing Agent reasonably requests, in each case as
though made at and as of such dates, and the Sponsor agrees that all such
representations, warranties and other statements are expressly made on and as of
such dates (except, in all cases, that such representations, warranties and
statements relating to the Registration Statement and the Prospectus shall be
deemed to relate to the Registration Statement and the Prospectus as amended and
supplemented to such date) and (ii) the Sponsor shall have performed all of its
covenants, agreements and obligations hereunder theretofore to be performed in
all respects. The respective indemnities, agreements, representations,
warranties and other statements by the Sponsor set forth in or made pursuant to
this Agreement shall remain in full force and effect regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of the Marketing Agent or any controlling Person of the Marketing Agent, or the
Sponsor, or any officer or director or any controlling Person thereof, and shall
survive the execution, delivery, performance and termination of this
Agreement.

    


    SECTION
7

    INDEMNIFICATION

    


    7.1       Indemnification of Marketing
Agent. The Sponsor agrees to indemnify, defend and hold harmless the
Marketing Agent, its partners, stockholders, members, directors, officers and
employees of the foregoing, and the successors and assigns of all of the
foregoing Persons, from and against any loss, damage, expense, liability or
claim (including the reasonable cost of investigation) which the Marketing Agent
or any such Person may incur under the 1933 Act, the Exchange Act, the common
law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon:


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (a)

            	
              any
      untrue statement or alleged untrue statement of a material fact contained
      in the Registration Statement (or in the Registration Statement as amended
      or supplement) or in a Prospectus (the term Prospectus for the purpose of
      this Section 7 being deemed to include the Prospectus and the Prospectus
      as amended or supplemented), or arises out of or is based upon any
      omission or alleged omission to state a material fact required to be
      stated in either such Registration Statement or such Prospectus or
      necessary to make the statements made therein not misleading, except
      insofar as any such loss, damage, expense, liability or claim arises out
      of or is based upon any untrue statement or alleged untrue statement of a
      material fact contained in and in conformity with information concerning
      the Marketing Agent furnished in writing by or on behalf of the Marketing
      Agent to the Sponsor expressly for use in such Registration Statement or
      such Prospectus;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      untrue statement or alleged untrue statement of a material fact or breach
      by the Sponsor of any representation or warranty contained in Section 2
      hereof or in any certificate delivered by the Sponsor pursuant to
      paragraph (o) of Section 5.1
hereof;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      failure by the Sponsor to perform when and as required any agreement or
      covenant contained herein;

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      untrue statement of any material fact contained in any audio or visual
      materials provided by the Sponsor or based upon written information
      furnished by or on behalf of the Sponsor including, without limitation,
      slides, videos, films or tape recordings used in connection with the
      marketing of the Units;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      Marketing Agent’s performance of its duties under this Agreement except in
      the case of this clause (e), for any loss, damage, expense, liability or
      claim resulting from the gross negligence or willful misconduct of the
      Marketing Agent; provided, however, that the indemnity agreement contained
      in clause (a) above with respect to any amended Preliminary Prospectus
      shall not inure to the benefit of the Marketing Agent (or to the benefit
      of any Person controlling the Marketing Agent) if the Prospectus corrected
      any such alleged untrue statement or omission in any case where the
      Marketing Agent was required to send or give a copy of the Prospectus to
      such Person by the 1933 Act, the Sponsor had notified the Marketing Agent
      of the amendment or supplement prior to the sending of the written
      confirmation of sale and the Marketing Agent failed to send or give a copy
      of the Prospectus to such Person, unless the failure is the result of
      noncompliance by the Sponsor with paragraph (c) of Section 5.1
      hereof.

            


    

    


    In no
case is the indemnity of the Sponsor in favor of the Marketing Agent and such
other Persons as are specified in this Section 7.1 to be deemed to protect the
Marketing Agent and such Persons against any liability to the Sponsor or the
Fund to which the Marketing Agent would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    If any
action, suit or proceeding (each, a “Proceeding”) is brought against the
Marketing Agent or any such Person in respect of which indemnity may be sought
against the Sponsor pursuant to the foregoing paragraphs, the Marketing Agent or
such Person shall promptly notify the Sponsor in writing of the institution of
such Proceeding and the Sponsor shall have the right, by providing notice to the
Marketing Agent or such Person within twenty (20) Business Days thereafter, to
assume the defense of such Proceeding, including the employment of counsel
reasonably satisfactory to such indemnified party and payment of all fees and
expenses; provided, however, that the omission to so notify the Sponsor shall
not relieve the Sponsor from any liability which it may have to the Marketing
Agent or any such Person except to the extent that it has been materially
prejudiced by such failure and has not otherwise learned of such Proceeding. If
the Sponsor assumes the defense of the Proceeding, the Marketing Agent or such
Person shall have the right to employ its or their own counsel in any such case,
but the fees and expenses of such counsel shall be at the expense of the
Marketing Agent or of such Person unless the employment of such counsel shall
have been authorized in writing by the Sponsor in connection with the defense of
such Proceeding or the Sponsor shall not have, within a reasonable period of
time in light of the circumstances, employed counsel to have charge of the
defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which
are different from, additional to or in conflict with those available to the
Sponsor (in which case the Sponsor shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties), in
any of which events such fees and expenses shall be borne by the Sponsor and
paid as incurred (it being understood, however, that the Sponsor shall not be
liable for the expenses of more than one separate counsel (in addition to any
local counsel) in any one Proceeding or series of related Proceedings in the
same jurisdiction representing the indemnified parties who are parties to such
Proceeding).

    


    The
Sponsor shall not be liable for any settlement of any Proceeding effected
without the Sponsor’s written consent but if settled with the Sponsor’s written
consent, the Sponsor agrees to indemnify and hold harmless the Marketing Agent
and any such Person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the indemnifying party agrees that it shall be
liable for any settlement of any Proceeding effected without its written consent
if (i) such settlement is entered into more than 60 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
not have fully reimbursed the indemnified party in accordance with such request
prior to the date of such settlement and (iii) such indemnified party shall have
given the indemnifying party at least 30 days’ prior notice of its intention to
settle. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened Proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such Proceeding and does
not include an admission of fault, culpability or a failure to act, by or on
behalf of such indemnified party.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    7.2       The
Marketing Agent agrees to indemnify, defend and hold harmless each of the Trust,
the Fund, the Sponsor, their partners, members, directors, officers and
employees, holders of Units, and any Person who controls the Sponsor within the
meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act, and the
successors and assigns of all of the foregoing Persons, from and against any
loss, damage, expense, liability or claim (including the reasonable cost of
investigation) which the Sponsor any such Person may incur under the 1933 Act,
the Exchange Act, the common law or otherwise, insofar as such loss, damage,
expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in and in conformity
with information furnished in writing by or on behalf of the Marketing Agent to
the Sponsor expressly for use in the Registration Statement (or in the
Registration Statement as amended or supplemented by any post-effective
amendment thereof) or in a Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in connection with such
information required to be stated in such Registration Statement or such
Prospectus or necessary to make such information not misleading.

    


    The
Marketing Agent will also indemnify the Sponsor as stated above insofar as such
loss, damage, expense, liability or claim arises out of or is based upon the
Marketing Agent’s performance of its duties under this Agreement, except in the
case of any loss, damage, expense, liability or claim resulting from the gross
negligence or willful misconduct of the Sponsor.  In no case is the
indemnity of the Marketing Agent in favor of the Sponsor to be deemed to protect
the Sponsor and such Persons against any liability to the Marketing Agent to
which the Sponsor would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties under this
Agreement.

    


    If any
Proceeding is brought against the Sponsor or any Person referred to in the
preceding paragraphs in respect of which indemnity may be sought against the
Marketing Agent pursuant to the foregoing paragraph, the Sponsor or such Person
shall promptly notify the Marketing Agent in writing of the institution of such
Proceeding and the Marketing Agent shall have the right, by providing notice to
the Sponsor or such Person within twenty (20) Business Days thereafter, to
assume the defense of such Proceeding, including the employment of counsel
reasonably satisfactory to such indemnified party and payment of all fees and
expenses; provided, however, that the omission to so notify the Marketing Agent
shall not relieve the Marketing Agent from any liability which it may have to
the Sponsor or any such Person except to the extent that it has been materially
prejudiced by such failure and has not otherwise learned of such
Proceeding.  If the Marketing Agent assumes the defense of such
Proceeding, the Sponsor or such Person shall have the right to employ their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of the Sponsor or such Person unless the employment of such counsel
shall have been authorized in writing by the Marketing Agent in connection with
the defense of such Proceeding or the Marketing Agent shall not have, within a
reasonable period of time in light of the circumstances, employed counsel to
defend such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which
are different from or additional to or in conflict with those available to the
Marketing Agent (in which case the Marketing Agent shall not have the right to
direct the defense of such Proceeding on behalf of the indemnified party or
parties, but the Marketing Agent may employ counsel and participate in the
defense thereof but the fees and expenses of such counsel shall be at the
expense of the Marketing Agent), in any of which events such fees and expenses
shall be borne by the Marketing Agent and paid as incurred (it being understood,
however, that the Marketing Agent shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one
Proceeding or series of related Proceedings in the same jurisdiction
representing the indemnified parties who are parties to such
Proceeding).


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    


    The
Marketing Agent shall not be liable for any settlement of any such Proceeding
effected without the written consent of the Marketing Agent but if settled with
the written consent of the Marketing Agent, the Marketing Agent agrees to
indemnify and hold harmless the Sponsor and any such Person from and against any
loss or liability by reason of such settlement. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second sentence of this paragraph, then the
indemnifying party agrees that it shall be liable for any settlement of any
Proceeding effected without its written consent if (i) such settlement is
entered into more than 60 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement and (iii) such indemnified party shall have given the indemnifying
party at least 30 days’ prior notice of its intention to settle. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened Proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such Proceeding and does not include an admission
of fault, culpability or a failure to act, by or on behalf of such indemnified
party.

    


    7.3         The
indemnity agreements contained in this Section 7 and the covenants, warranties
and representations of the Sponsor contained in this Agreement shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Marketing Agent, its partners, stockholders, members, directors, officers,
employees and or any Person (including each partner, stockholder, member,
director, officer or employee of such Person) who controls the Marketing Agent
within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange
Act, or by or on behalf of each of the Sponsor, the Trust, the Fund, their
partners, stockholders, members, directors, officers, employees or any Person
who controls the Sponsor, the Trust or the Fund within the meaning of Section 15
of the 1933 Act or Section 20 of the Exchange Act, and shall survive any
termination of this Agreement or the initial issuance and delivery of the Units.
The Sponsor and the Marketing Agent agree promptly to notify each other of the
commencement of any Proceeding against it and, in the case of the Sponsor,
against any of the Sponsor’s officers or directors in connection with the
issuance and sale of the Units, or in connection with the Registration Statement
or the Prospectus.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    SECTION
8

    DURATION

    


    8.1         This
Agreement shall become effective on the date hereof and continue for an initial
term of two (2) years from the date of this Agreement or the earlier termination
of this Agreement in accordance with its terms (the “Term”).  Upon and
after the completion of the such Term, either the Marketing Agent, on the one
hand, or the Sponsor, on the other hand, may elect to terminate this Agreement
at any time upon 90 days’ notice thereof to the other
party.  

     

    8.2         Notwithstanding
the foregoing, this Agreement may be terminated by any party upon written notice
to the other parties if (a) the Fund is terminated, (b) any other party becomes
insolvent or bankrupt or files a voluntary petition, or is subject to an
involuntary petition, in bankruptcy or attempts to or makes an assignment for
the benefit of its creditors or consents to the appointment of a trustee or
receiver, provided that the Sponsor may not terminate this Agreement pursuant to
this provision if the event relates to the Sponsor or the Fund or (c) any other
party willfully and materially breaches its obligations under this Agreement and
such breach has not been cured to the reasonable satisfaction of the
non-breaching party prior to the expiration of ninety (90) days after notice by
the non-breaching party to the breaching party of such breach.

    


    SECTION
9

    CONFIDENTIALITY

    


    9.1      Confidentiality.

    


    
      	
               
      

            	
              (a)

            	
              The
      Sponsor and the Marketing Agent shall during the Term and for one (1) year
      thereafter maintain in confidence, use only for the purposes provided for
      in this Agreement, and not disclose to any third party, without first
      obtaining the other party’s consent in writing, any and all Confidential
      Information (as defined below) such party receives from the other party;
      provided, however, that either party may disclose Confidential Information
      received from the other party to those of its Representatives as may be
      necessary for such party to carry out its obligations under this
      Agreement.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      the provisions of this Agreement to the contrary, a party shall have no
      liability to the other party for the disclosure or use of any Confidential
      Information of the other party if the Confidential
      Information:

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (i)

            	
              is
      known to such party at the time of disclosure other than as the result of
      a breach of this Section 9 by such
party;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              has
      been or becomes publicly known, other than as the result of a breach of
      this Section 9 by such party, or has been or is publicly disclosed by the
      other party;

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
               
      

            	
              (iv)

            	
              is
      required to be disclosed by Law or similar compulsion or in connection
      with any legal proceeding, provided that such party shall promptly inform
      the other party in writing of such requirement and that such disclosure
      shall be limited to the extent so required and, except to the extent
      prohibited by Law, such party shall reasonably cooperate with the other
      party (at the expense of the other party) in seeking a protective order or
      other suitable confidentiality
protections.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      parties recognize and acknowledge that a breach or threatened breach by a
      party of the provisions of this Section 9 may cause irreparable and
      material loss and damage to the other party which cannot be adequately
      remedied at law and that, accordingly, in addition to, and not in lieu of,
      any damages or other remedy to which the non-breaching party may be
      entitled, the issuance of an injunction or other equitable remedy (without
      the requirement that a bond or other security be posted) is an appropriate
      remedy for the non-breaching party for any breach or threatened breach of
      the obligations set forth in this Section
9.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Each
      party agrees that it will use the same degree of care, but no less than a
      reasonable degree of care, in safeguarding the Confidential Information of
      the other party as it uses for its own Confidential Information of a
      similar nature. Each party shall promptly notify the other party in
      writing of any misuse, misappropriation or unauthorized disclosure of the
      Confidential Information of the other party which may come to such party’s
      attention.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Upon
      the termination of this Agreement, if requested in writing by a party, the
      other party shall, at such party’s option, promptly destroy or return to
      the party all Confidential Information received from the other party, all
      copies and extracts of such Confidential Information and all documents or
      other media containing any such Confidential
  Information.

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    SECTION
10

    MISCELLANEOUS

    


    10.1     No Third Party Beneficiaries.
This Agreement shall not confer any rights or remedies upon any Person other
than the parties hereto, the indemnities referred to in this Agreement and their
respective successors and assigns.

    


    10.2     Entire Agreement. This
Agreement (including any schedules and exhibits attached hereto and thereto)
contains all of the agreements among the parties hereto and thereto with respect
to the transactions contemplated hereby and thereby and supersedes all prior
agreements or understandings, whether written or oral, among the parties with
respect thereto.

    


    10.3     Amendment and Modification.
This Agreement may be amended, modified or supplemented only by a written
instrument executed by all the parties.

    


    10.4     Successors and Assigns;
Assignment. All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns. This Agreement shall not be assigned by any
party without the prior written consent of the other parties and any assignment
without such consent shall be null and void.

    


    10.5     Waiver of Compliance. Except
as otherwise provided in this Agreement, any failure of any of the parties to
comply with any obligation, covenant, agreement or condition herein may be
waived by the party entitled to the benefits thereof only by a written
instrument signed by the party granting such waiver, but any such waiver, or the
failure to insist upon strict compliance with any obligation, covenant,
agreement or condition herein, shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure or breach.

    


    10.6     Severability. The parties
hereto desire that the provisions of this Agreement be enforced to the fullest
extent permissible under the Law and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, in the event that any
provision of this Agreement would be held in any jurisdiction to be invalid,
prohibited or unenforceable for any reason, such provision, as to such
jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. Notwithstanding the foregoing, if such
provision could be more narrowly drawn so as not to be invalid, prohibited or
unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so
narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.

    


    10.7     Notices. All notices, waivers,
or other communications pursuant to this Agreement shall be in writing and shall
be deemed to be sufficient if delivered personally, by facsimile (and, if sent
by facsimile, followed by delivery by nationally-recognized express courier),
sent by nationally-recognized express courier or mailed by registered or
certified mail (return receipt requested), postage prepaid, to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (a)       if
to Sponsor or the Trust, to:

    


    Teucrium Trading LLC

    232 Hidden Lake Road

    Building A

    Brattleboro, Vermont 05301

    


    (b)      if to
the Marketing Agent, to:

    


    ALPS Distributors,
Inc.

    1290 Broadway, Suite
1100

    Denver, CO 80203

    Attention: General
Counsel

    


    All such notices and other
communications shall be deemed to have been delivered and received (i) in the
case of Personal delivery or delivery by facsimile or e-mail, on the date of
such delivery if delivered during business hours on a Business Day or, if not
delivered during business hours on a Business Day, the first Business Day
thereafter, (ii) in the case of delivery by nationally-recognized express
courier, on the first Business Day following dispatch, and (iii) in the case of
mailing, on the third Business Day following such mailing.

    


    10.8    Governing Law;
Jurisdiction.

    


    
      	
               
      

            	
              (a)

            	
              All
      questions concerning the construction, interpretation and validity of this
      Agreement shall be governed by, and construed and enforced in accordance
      with, the domestic laws of the State of New York, without giving effect to
      any choice or conflict of law provision or rule (whether in the State of
      New York or any other jurisdiction) that would cause the application of
      the laws of any jurisdiction other than the State of New York. In
      furtherance of the foregoing, the internal law of the State of New York
      will control the interpretation and construction of this Agreement, even
      if under such jurisdiction’s choice of law or conflict of law analysis,
      the substantive law of some other jurisdiction would ordinarily or
      necessarily apply.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Each
      party irrevocably consents and agrees, for the benefit of the other
      parties, that any legal action, suit or proceeding against it with respect
      to its obligations, liabilities or any other matter arising out of or in
      connection with this Agreement may be brought in the courts of the State
      of New York and hereby irrevocably consents and submits to the
      non-exclusive jurisdiction of each such court in personam, generally and
      unconditionally with respect to any action, suit or proceeding for itself
      and in respect of its properties, assets and revenues. Each party
      irrevocably waives any immunity to jurisdiction to which it may otherwise
      be entitled or become entitled (including sovereign immunity and immunity
      to pre-judgment attachment and execution) in any legal suit, action or
      proceeding against it arising out of or based on this Agreement or the
      transactions contemplated hereby or thereby which is instituted in any
      court of the State of New York.

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    The
provisions of this Section 10.8 shall survive any termination of this Agreement,
in whole or in part.

    


    10.9     No Partnership. Nothing in
this Agreement is intended to, or will be construed to constitute the Sponsor or
the Fund, on the one hand, and the Marketing Agent, on the other hand, as
partners or joint venturers; it being intended that the relationship between
them will at all times be that of independent contractors.

    


    10.10   Force Majeure. Neither party
will be liable to any other party for any delay or failure to perform its
obligations under this Agreement if such delay or failure arises from or is due
to any cause or causes beyond the reasonable control of the party affected which
impedes, delays or aggravates any obligation under this Agreement, including,
without limitation, acts of God, acts of any Governmental Entity, labor
disturbances, act of terrorism or act of public enemy due to war, the outbreak
or escalation of hostilities, riot, fire, flood, civil commotion, insurrection,
severe or adverse weather conditions, power failure or computer or
communications line failure.

    


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

    


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

    


    10.13   Counterparts; Facsimile
Signatures. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.  Facsimile counterpart
signatures to this Agreement shall be acceptable and binding.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
day and year first written above.

    


    
      
        
          	
                  TEUCRIUM
      COMMODITY TRUST

                
	 
      	 
      
	
                  By:

                	 
      
	
                  Name:

                	 
      
	
                  Title:

                	 
      
	 
      	 
      
	
                  TEUCRIUM TRADING
      LLC

                
	
                  as
      Sponsor

                
	 
      	 
      
	
                  By:

                	 
      
	
                  Name:

                	 
      
	
                  Title:

                	 
      
	 
      	 
      
	
                  ALPS
      DISTRIBUTORS, INC.

                
	 
      	 
      
	
                  By:

                	 
      
	
                  Name:

                	 
      
	
                  Title:

                	 
      


        

      

    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    FORM OF

    TEUCRIUM
COMMODITY TRUST

    AUTHORIZED PURCHASER
AGREEMENT


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    EXHIBIT
B

    FORM
OF SUTHERLAND ASBILL & BRENNAN LLP OPINION

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    EXHIBIT
C

    MARKETING
STRATEGY OF

    ALPS
DISTRIBUTORS, INC. (“ALPS”)

    


    ALPS
agrees to carry out the following duties.

    


    
      	
               
      

            	
              (a)

            	
              ALPS
      senior management will:

            


    

    


    
      	
               
      

            	
              ·

            	
              Develop
      an overall strategic sales and marketing plan with the National Accounts
      Manager of ALPS, the Fund and the specialist
  firm.

            


    

    
      	
               
      

            	
              ·

            	
              Supervise
      sales related activities.

            


    

    
      	
               
      

            	
              ·

            	
              Participate
      in field sales activities.

            


    

    


    
      	
               
      

            	
              (b)

            	
              ALPS
      will provide a shared National Accounts Manager who
  will:

            


    

    


    
      	
               
      

            	
              ·

            	
              Implement
      a tactical sales strategy.

            


    

    
      	
               
      

            	
              ·

            	
              Establish
      home office contacts with targeted
  broker/dealers.

            


    

    
      	
               
      

            	
              ·

            	
              Develop
      product education presentations.

            


    

    
      	
               
      

            	
              ·

            	
              Conduct
      product education presentations with fee based financial
      advisors.

            


    

    
      	
               
      

            	
              ·

            	
              Attend
      major fee based advisor
conferences.

            


    

    


    (c)          ALPS
will provide ten shared External Wholesalers who will:

    


    
      	
               
      

            	
              ·

            	
              Assist
      the National Accounts Manager in implementing the tactical sales
      strategy.

            


    

    
      	
               
      

            	
              ·

            	
              Establish
      regional relationships with wire houses and fee based
      advisors.

            


    

    
      	
               
      

            	
              ·

            	
              Deliver
      product education presentations.

            


    

    
      	
               
      

            	
              ·

            	
              Conduct
      product education presentations with wire house brokers and fee based
      financial advisors.

            


    

    
      	
               
      

            	
              ·

            	
              Attend
      major fee based advisor
conferences.

            


    

    


    (d)          ALPS
will provide five shared Internal Wholesalers who will:

    


    
      	
               
      

            	
              ·

            	
              Support
      the National Accounts Manager’s and Wholesaler’s field
      activities.

            


    

    
      	
               
      

            	
              ·

            	
              Telemarket
      to independent financial planners.

            


    

    
      	
               
      

            	
              ·

            	
              Coordinate
      conference participation.

            


    

    
      	
               
      

            	
              ·

            	
              Attend
      various conferences.

            


    

    


    
      	
               
      

            	
              (e)

            	
              ALPS
      will provide resources from its call center
to:

            


    

    


    
      	
               
      

            	
              ·

            	
              Place
      outbound follow-up calls on 100% of phone and internet requests for
      information.

            


    

    
      	
               
      

            	
              ·

            	
              Receive
      creation/redemption calls and communicate with authorized purchasers,
      advisors and the custodian.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              ·

            	
              Transfer
      “hot” advisor leads to Internal
Wholesaler.

            


    

    
      	
               
      

            	
              ·

            	
              Support
      a dedicated Fund toll-free line for
advisors.

            


    

    


    
      	
               
      

            	
              (f)

            	
              ALPS
      will provide appropriate staff to:

            


    

    


    
      	
               
      

            	
              ·

            	
              Write,
      design and produce sales and marketing
  materials.

            


    

    
      	
               
      

            	
              ·

            	
              Create
      seminars and product presentations.

            


    

    
      	
               
      

            	
              ·

            	
              Coordinate
      advisor specific advertising with the advertising
  agency.

            


    

    
      	
               
      

            	
              ·

            	
              Manage
      marketing budget.

            


    

    
      	
               
      

            	
              ·

            	
              Create
      and maintain Sponsor and Fund
websites.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    TEUCRIUM
TRADING LLC

    OFFICER’S
CERTIFICATE

    


    The undersigned, a duly authorized
officer of Teucrium Trading, LLC a Delaware limited liability company
(the “Sponsor”), and pursuant to Section 13(d) of the  Teucrium
Commodity Trust Marketing Agent Agreement (the “Agreement”), dated as of
_______________ by and between the Sponsor and ALPS Distributors, Inc.
(“Marketing Agent”) hereby certifies that:

    


    1.   Each of the
following representations and warranties of the Sponsor is true and correct in
all material respects as of the date hereof:

    


    (a)  the Prospectus does not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; the
Registration Statement complies in all material respects with the requirements
of the 1933 Act and the Prospectus complies in all material respects with the
requirements of the 1933 Act and any statutes, regulations, contracts or other
documents that are required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement have been so
described or filed; the conditions to the use of Form S-1 or S-3, if applicable,
have been satisfied; the Registration Statement does not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
the Prospectus does not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided, however, that the Sponsor makes no warranty or
representation with respect to any statement contained in the Registration
Statement or any Prospectus in reliance upon and in conformity with information
concerning the Authorized Purchaser and furnished in writing by or on behalf of
the Authorized Purchaser to the Sponsor expressly for use in the Registration
Statement or such Prospectus; and neither the Sponsor nor any Person known to
the Sponsor acting on behalf of the Fund has distributed nor will distribute any
offering material other than the Registration Statement or the
Prospectus;

    


    (b)  the Trust has been duly
formed and is validly existing as a statutory trust under the laws of the State
of Delaware and the Fund has been duly established as a series of the Trust, as
described in the Registration Statement and the Prospectus, and is authorized to
issue and deliver, or to instruct the Marketing Agent to issue and deliver, the
Baskets to the Authorized Purchaser as described in the
Prospectus;

    


    (c)  the Sponsor has been duly
organized and is validly existing as a limited liability company in good
standing under the laws of the State of Delaware, with full power and authority
to conduct its business as described in the Registration Statement and the
Prospectus, and has all requisite power and authority to execute and deliver
this Agreement;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    (d)  the Sponsor is duly
qualified and is in good standing in each jurisdiction where the conduct of its
business requires such qualification; and the Fund is not required to so qualify
in any jurisdiction;

    


    (e)  the outstanding Units
have been duly and validly issued and are fully paid and non-assessable and free
of statutory and contractual preemptive rights, rights of first refusal and
similar rights;

    


    (f)  the Units conform in all
material respects to the description thereof contained in the Registration
Statement and the Prospectus and the holders of the Units will not be subject to
personal liability by reason of being such holders;

    


    (g)  the Sponsor is not in
breach or violation of or in default under (nor has any event occurred which
with notice, lapse of time or both would result in any breach or violation of,
constitute a default under or give the holder of any indebtedness (or a Person
acting on such holder’s behalf) the right to require the repurchase, redemption
or repayment of all or a part of such indebtedness) its constitutive documents,
or any indenture, mortgage, deed of trust, bank loan or credit agreement or
other evidence of indebtedness to which the Sponsor is a party or by which the
Sponsor or any of its properties may be bound or affected, and the execution,
delivery and performance of the Agreement, the issuance and sale of Units to the
Authorized Purchaser hereunder and the consummation of the transactions
contemplated hereby do not conflict with, result in any breach or violation of
or constitute a default under (nor constitute any event which with notice, lapse
of time or both would result in any breach or violation of or constitute a
default under), respectively, the amended and restated limited liability company
agreement of the Sponsor, or any indenture, mortgage, deed of trust, bank loan
or credit agreement or other evidence of indebtedness, or any license, lease,
contract or other agreement or instrument to which the Sponsor is a party or by
which, respectively, the Sponsor or any of its properties may be bound or
affected, or any federal, state, local or foreign law, regulation or rule or any
decree, judgment or order applicable to the Sponsor;

    


    (h)  no approval,
authorization, consent or order of or filing with any federal, state, local or
foreign governmental or regulatory commission, board, body, authority or agency
is required to be obtained by the Sponsor, the Trust or the Fund in connection
with the issuance and sale of Baskets to the Authorized Purchaser hereunder or
the consummation by the Sponsor or the Fund of the transactions contemplated
hereunder other than registration of the Units under the 1933 Act, and any
necessary qualification under the securities or blue sky laws of the various
jurisdictions in which the Units are being offered;

    


    (i)  except as set forth in
the Registration Statement and the Prospectus (i) no Person has the right,
contractual or otherwise, to cause the Trust to issue or sell to it any Units or
other equity interests of the Fund, and (ii) no Person has the right to act as
an underwriter to the Trust in connection with the offer and sale of the Units,
in the case of each of the foregoing clauses (i) and (ii), whether as a result
of the filing or effectiveness of the Registration Statement or the sale of the
Units as contemplated thereby or otherwise; no Person has the right, contractual
or otherwise, to cause the Trust to register under the 1933 Act any other equity
interests of the Fund, or to include any such shares or interests in the
Registration  Statement or the offering contemplated thereby, whether
as a result of the filing or effectiveness of the Registration Statement or the
sale of the Units as contemplated thereby or otherwise;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (j)  each of the Sponsor and
the Fund has all necessary licenses, authorizations, consents and approvals and
has made all necessary filings required under any federal, state, local or
foreign law, regulation or rule, and has obtained all necessary authorizations,
consents and approvals from other Persons, in order to conduct its respective
business; the Sponsor is not in violation of, or in default under, or has not
received notice of any proceedings relating to revocation or modification of,
any such license, authorization, consent or approval or any federal, state,
local or foreign law, regulation or rule or any decree, order or judgment
applicable to the Sponsor;

    


    (k)  all legal or governmental
proceedings, affiliate transactions, off-balance sheet transactions, contracts,
licenses, agreements, leases or documents of a character required to be
described in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement have been so described or filed as
required;

    


    (l)  except as set forth in
the Registration Statement and the Prospectus, there are no actions, suits,
claims, investigations or proceedings pending or threatened or contemplated to
which the Sponsor or the Trust, or (to the extent that is or could be material
in the context of the offering and sale of the Baskets to the Authorized
Purchaser) any of the Sponsor’s directors or officers, is or would be a party or
of which any of their respective properties are or would be subject at law or in
equity, before or by any federal, state, local or foreign governmental or
regulatory commission, board, body, authority or agency;

    


    (m)  Rothstein Kass, whose
report on the audited financial statements of the Fund is filed with the SEC as
part of the Registration Statement and the Prospectus, are independent public
accountants as required by the 1933 Act;

    


    (n)  the audited financial
statement(s) of the Fund included in the Prospectus, together with the related
notes and schedules, presents fairly the financial position of the Fund as of
the date indicated and has been prepared in compliance with the requirements of
the 1933 Act and in conformity with generally accepted accounting principles;
there are no financial statements (historical or pro forma) that are required to
be included in the Registration Statement and the Prospectus that are not
included as required; and the Fund does not have any material liabilities or
obligations, direct or contingent (including any off-balance sheet obligations),
not disclosed in the Registration Statement and the
Prospectus;

    


    (o)  to the reasonable belief
of the Sponsor, the Fund is not and, after giving effect to the offering and
sale of the Units, will not be an “investment company” or an entity “controlled”
by an “investment company,” as such terms are defined in the Investment Company
Act;

    


    
      	
               
      

            	
              (p)

            	
              (i) except as set forth in the
      Registration Statement and the Prospectus, the Sponsor and the Fund own,
      or have obtained valid and enforceable licenses for, or other rights to
      use, the inventions, patent applications, patents, trademarks (both
      registered and unregistered), tradenames, copyrights, trade secrets and
      other proprietary information described in the Registration Statement and
      the Prospectus as being owned or licensed by them or which are necessary
      for the conduct of their respective businesses (collectively,
      “Intellectual
Property”);

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (ii) except as set forth in the
Registration Statement and the Prospectus, to the knowledge of the Sponsor or
the Trust, there are no third parties who have or will be able to establish
rights to any Intellectual Property, except for the ownership rights of the
owners of the Intellectual Property which is licensed to the Sponsor or the
Fund;

    


    (iii) to the knowledge of the Sponsor or
the Trust, there is no infringement by third parties of any Intellectual
Property owned or licensed to the Sponsor or the Fund;

    


    (iv) to the knowledge of the Sponsor or
the Trust, there is no pending or threatened action, suit, proceeding or claim
by others challenging the Sponsor or the Fund’s rights in or to any Intellectual
Property, and the Sponsor and the Fund are unaware of any facts which could form
a reasonable basis for any such claim;

    


    (v) to the knowledge of the Sponsor or
the Trust, there is no pending or threatened action, suit, proceeding or claim
by others challenging the validity or scope of any Intellectual
Property;

    


    (vi) to the knowledge of the Sponsor or
the Trust, there is no pending or threatened action, suit, proceeding or claim
by others that the Sponsor or the Fund infringes or otherwise violates any
patent, trademark, copyright, trade secret or other proprietary rights of
others, and the Sponsor and the Trust are unaware of any facts which could form
a reasonable basis for any such claim;

    


    (vii) to the knowledge of the Sponsor or
the Trust, there is no patent or patent application that contains claims that
interfere with the issued or pending claims of any of the Intellectual Property
owned or licensed to the Sponsor or the Fund; and

    


    (viii)  to the knowledge of
the Sponsor or the Trust, there is no prior art that may render any patent or
patent application owned by or licensed to the Sponsor unpatentable, invalid or
unenforceable.

    


    (r)  all tax returns required
to be filed by the Sponsor have been filed, and all taxes and other assessments
of a similar nature (whether imposed directly or through withholding) including
any interest, additions to tax or penalties applicable thereto due or claimed to
be due from such entities have been paid; and no tax returns or tax payments are
due with respect to the Fund as of the date of this
Certificate;

    


    (s)  the Sponsor has not sent
or received any communication regarding termination of, or intent not to renew,
any of the contracts or agreements referred to or described in, or filed as an
exhibit to, the Registration Statement, and no such termination or non-renewal
has been threatened by the Sponsor or any other party to any such contract or
agreement;


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (t)  on behalf of the Fund,
the Sponsor has established and maintains disclosure controls and procedures (as
such term is defined in Rule 13a-14 and 15d-14 under the Exchange Act, giving
effect to the rules and regulations, and SEC staff interpretations (whether or
not public), thereunder)); such disclosure controls and procedures are designed
to ensure that material information relating to the Fund, is made known to the
Sponsor, and such disclosure controls and procedures are effective to perform
the functions for which they were established; on behalf of the Fund, the
Sponsor has disclosed to the Fund’s auditors when and to the extent required:
(i) any significant deficiencies in the design or operation of internal controls
which could adversely affect the Fund’s ability to record, process, summarize,
and report financial data; and (ii) any fraud, whether or not material, that
involves management or other employees who have a role in the Fund’s internal
controls;

    


    (u)  any statistical and
market-related data included in the Registration Statement and the Prospectus
are based on or derived from sources that the Sponsor believes to be reliable
and accurate, and the Sponsor has obtained the written consent to the use of
such data from such sources to the extent required; and

    


    (v)  neither the Sponsor, nor
any of the Sponsor’s directors, members, officers, affiliates or controlling
Persons has taken, directly or indirectly, any action designed, or which has
constituted or might reasonably be expected to cause or result in, under the
Exchange Act or otherwise, the stabilization or manipulation of the price of any
security or asset of the Fund to facilitate the sale or resale of the
Units.

    


    For purposes hereof, the term
“Registration Statement” shall mean the Registration Statement as amended or
supplemented from time to time up to the date hereof, the term “Preliminary
Prospectus” shall mean the preliminary prospectus dated ______, 2009 relating to
the Units and any other prospectus dated prior to effectiveness of the
Registration Statement relating to the Units that is distributed to prospective
Fund investors, and the term “Prospectus” shall mean the Prospectus as amended
or supplemented from time to time up to the date hereof.

    


    2.   Each
of the obligations of the Sponsor to be performed by it on or before the date
hereof pursuant to the terms of the Agreement, and each of the provisions
thereof to be complied with by the Sponsor on or before the date hereof, has
been duly performed and complied with in all material respects.  Capitalized terms used, but not defined
herein shall have the meanings assigned to such terms in the
Agreement.

    


    IN WITNESS WHEREOF, I have hereunto, on
behalf of the Sponsor, subscribed my name this ___ day of
_________________.

    


    
      
        	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    I, _______________, in my capacity as
[title], hereby certify that _______________ is the duly elected [title] of the
Sponsor, and that the signature set forth immediately above is [his/her] genuine
signature.

    


    IN WITNESS WHEREOF, I have hereunto set
my hand as of the date first set forth above.

    


    
      
        	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    


    
      
         


      

      
        6