Amended and Restated Declaration of Trust and Trust Agreement of the Registrant



 Exhibit 4.1 
  

 
 AMENDED AND RESTATED 
 DECLARATION OF TRUST 
 AND

 TRUST AGREEMENT 
 OF 
 DB COMMODITY INDEX TRACKING FUND 
  
 Dated as of                 
    , 2005 
  
 By and Among

  
 DB COMMODITY SERVICES LLC 
 WILMINGTON TRUST COMPANY 
  
 and 
  
 THE UNITHOLDERS 
 from time to time hereunder 







 TABLE OF CONTENTS 
  

			
	 	  	Page


	ARTICLE I	  	 
		
	 DEFINITIONS; THE TRUST
	  	1
		
	 SECTION 1.1. Definitions
	  	1
	 SECTION 1.2. Name.
	  	5
	 SECTION 1.3. Delaware Trustee; Business Offices.
	  	5
	 SECTION 1.4. Declaration of Trust
	  	5
	 SECTION 1.5. Purposes and Powers
	  	5
	 SECTION 1.6. Tax Treatment.
	  	6
	 SECTION 1.7. General Liability of the Managing Owner.
	  	6
	 SECTION 1.8. Legal Title
	  	6
		
	ARTICLE II	  	 
		
	 THE TRUSTEE
	  	6
		
	 SECTION 2.1. Term; Resignation.
	  	6
	 SECTION 2.2. Powers
	  	7
	 SECTION 2.3. Compensation and Expenses of the Trustee
	  	7
	 SECTION 2.4. Indemnification
	  	7
	 SECTION 2.5. Successor Trustee
	  	7
	 SECTION 2.6. Liability of Trustee
	  	8
	 SECTION 2.7. Reliance; Advice of Counsel.
	  	9
	 SECTION 2.8. Payments to the Trustee
	  	9
		
	ARTICLE III	  	 
		
	 UNITS; CAPITAL CONTRIBUTIONS
	  	9
		
	 SECTION 3.1. General
	  	9
	 SECTION 3.2. Offer of Limited Units.
	  	9
	 SECTION 3.3. Procedures for Creation and Issuance of Creation Baskets.
	  	10
	 SECTION 3.4. Book-Entry-Only System, Global Security.
	  	11
	 SECTION 3.5. Escrow Agreement
	  	13
	 SECTION 3.6. Termination of the Trust
	  	14
	 SECTION 3.7. Assets
	  	14
	 SECTION 3.8. Liabilities
	  	14
	 SECTION 3.9. Distributions.
	  	14
	 SECTION 3.10. Voting Rights
	  	14
	 SECTION 3.11. Equality
	  	14
		
	ARTICLE IV	  	 
		
	 THE MANAGING OWNER
	  	14
		
	 SECTION 4.1. Management of the Trust
	  	14
	 SECTION 4.2. Authority of Managing Owner
	  	14
	 SECTION 4.3. Obligations of the Managing Owner
	  	15
	 SECTION 4.4. General Prohibitions
	  	16
	 SECTION 4.5. Liability of Covered Persons
	  	16
	 SECTION 4.6. Fiduciary Duty.
	  	17
	 SECTION 4.7. Indemnification of the Managing Owner.
	  	17
	 SECTION 4.8. Expenses and Limitations Thereon.
	  	18
	 SECTION 4.9. Compensation to the Managing Owner
	  	20

  

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	 	  	Page


	 SECTION 4.10. Other Business of Unitholders
	  	20
	 SECTION 4.11. Voluntary Withdrawal of the Managing Owner
	  	20
	 SECTION 4.12. Authorization of Registration Statements
	  	20
	 SECTION 4.13. Litigation
	  	20
		
	ARTICLE V	  	 
		
	 TRANSFERS OF UNITS
	  	20
		
	 SECTION 5.1. General Prohibition
	  	20
	 SECTION 5.2. Transfer of Managing Owner’s General Units.
	  	20
	 SECTION 5.3. Transfer of Limited Units
	  	21
		
	ARTICLE VI	  	 
		
	 DISTRIBUTIONS
	  	21
		
	 SECTION 6.1. Distributions of Cash Received from the Master Fund Other than Redemption Proceeds
	  	21
	 SECTION 6.2. Liability for State and Local and Other Taxes
	  	21
		
	ARTICLE VII	  	 
		
	 REDEMPTIONS
	  	22
		
	 SECTION 7.1. Redemption of Redemption Baskets
	  	22
	 SECTION 7.2. Other Redemption Procedures
	  	23
		
	ARTICLE VIII	  	 
		
	 THE LIMITED OWNERS
	  	23
		
	 SECTION 8.1. No Management or Control; Limited Liability; Exercise of Rights through DTC
	  	23
	 SECTION 8.2. Rights and Duties
	  	23
	 SECTION 8.3. Limitation on Liability.
	  	24
		
	ARTICLE IX	  	 
		
	 BOOKS OF ACCOUNT AND REPORTS
	  	25
		
	 SECTION 9.1. Books of Account
	  	25
	 SECTION 9.2. Annual Reports and Monthly Statements
	  	25
	 SECTION 9.3. Tax Information
	  	25
	 SECTION 9.4. Calculation of Net Asset Value
	  	25
	 SECTION 9.5. Maintenance of Records
	  	25
	 SECTION 9.6. Certificate of Trust
	  	25
		
	ARTICLE X	  	 
		
	 FISCAL YEAR
	  	25
		
	 SECTION 10.1. Fiscal Year
	  	25
		
	ARTICLE XI	  	 
		
	 AMENDMENT OF TRUST AGREEMENT; MEETINGS
	  	26
		
	 SECTION 11.1. Amendments to the Trust Agreement.
	  	26
	 SECTION 11.2. Meetings of the Trust
	  	27
	 SECTION 11.3. Action Without a Meeting
	  	27

  

 ii 









			
	 	  	Page


	ARTICLE XII	  	 
		
	 TERM
	  	27
		
	 SECTION 12.1. Term
	  	27
		
	ARTICLE XIII	  	 
		
	 TERMINATION
	  	28
		
	 SECTION 13.1. Events Requiring Dissolution of the Trust
	  	28
	 SECTION 13.2. Distributions on Dissolution
	  	29
	 SECTION 13.3. Termination; Certificate of Cancellation
	  	29
		
	ARTICLE XIV	  	 
		
	 POWER OF ATTORNEY
	  	29
		
	 SECTION 14.1. Power of Attorney Executed Concurrently
	  	29
	 SECTION 14.2. Effect of Power of Attorney
	  	30
	 SECTION 14.3. Limitation on Power of Attorney
	  	30
		
	ARTICLE XV	  	 
		
	 MISCELLANEOUS
	  	30
		
	 SECTION 15.1. Governing Law
	  	30
	 SECTION 15.2. Provisions In Conflict With Law or Regulations.
	  	31
	 SECTION 15.3. Construction
	  	31
	 SECTION 15.4. Notices
	  	31
	 SECTION 15.5. Counterparts
	  	31
	 SECTION 15.6. Binding Nature of Trust Agreement
	  	31
	 SECTION 15.7. No Legal Title to Trust Estate
	  	31
	 SECTION 15.8. Creditors
	  	31
	 SECTION 15.9. Integration
	  	31
	 SECTION 15.10. Goodwill; Use of Name
	  	31
		
	 EXHIBIT A
	  	 
	 Form of Certificate of Trust of DB Commodity Index Tracking Fund
	  	33
		
	 EXHIBIT B
	  	 
	 Form of Global Certificate
	  	34
		
	 EXHIBIT C
	  	 
	 Form of Participant Agreement
	  	36

  

 iii 








 
DB COMMODITY INDEX TRACKING FUND 
  
 AMENDED AND RESTATED 
 DECLARATION OF TRUST 
 AND TRUST AGREEMENT 
  
 This AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of DB COMMODITY INDEX TRACKING FUND is made and entered into as of the      day of
                    , 2005, by and among DB COMMODITY SERVICES LLC, a Delaware limited liability company, WILMINGTON TRUST COMPANY, a
Delaware banking company, as trustee, and the UNITHOLDERS from time to time hereunder. 
  
 *        *        * 
  
 RECITALS 
  
 WHEREAS, the Trust was formed on May 23rd, 2005 pursuant to the execution and filing by the Trustee of the Certificate of Trust on May 23rd, 2005 and the execution and delivery by each of the Trustee and the Managing Owner of a Declaration of Trust and Trust Agreement dated as of May 23rd, 2005 (the “Original Agreement”); 
  
 WHEREAS, currently, there are and have been no Limited Owners; 
  
 WHEREAS, the Trustee and the Managing Owner desire to amend the Original Agreement to make the amendments effectuated hereby. 
  
 NOW, THEREFORE, pursuant to Section 8 of the Original Agreement, the Trustee
and the Managing Owner hereby amend and restate the Original Agreement in its entirety as set forth below. 
  
 ARTICLE I 
  
 DEFINITIONS; THE TRUST 
  
 SECTION 1.1.
Definitions. As used in this Trust Agreement, the following terms shall have the following meanings unless the context otherwise requires: 
  
 “Administrator” means any Person from time to time engaged to provide administrative services to the Trust pursuant to authority delegated by
the Managing Owner. 
  
 “Affiliate”—An
“Affiliate” of a “Person” means (i) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of such Person, (ii) any Person 10% or more of whose
outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such Person, (iii) any Person, directly or indirectly, controlling, controlled by or under common control of such Person, (iv) any employee,
officer, director, member, manager or partner of such Person, or (v) if such Person is an employee, officer, director, member, manager or partner, any Person for which such Person acts in any such capacity. 
  
 “Basket” means a Creation Basket or a Redemption Basket, as the
context may require. 
  
 “Beneficial Owners” shall have
the meaning assigned to such term in Section 3.4(d). 
  
 “Business Day” means a day other than Saturday, Sunday or other day when banks and/or securities exchanges in the City of New York or the City of Wilmington are authorized or obligated by law or executive order to close.

  

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 “Capital Contributions” means the amounts of cash contributed and agreed to be contributed to
the Trust by any Participant or by the Managing Owner, as applicable, in accordance with Article III hereof. 
  
 “CE Act” means the Commodity Exchange Act, as amended. 
  

“Certificate of Trust” means the Certificate of Trust of the Trust in the form attached hereto as Exhibit A, filed with the Secretary of
State of the State of Delaware pursuant to Section 3810 of the Delaware Trust Statute. 
  
 “CFTC” means the Commodity Futures Trading Commission. 
  
 “Code” means the Internal Revenue Code of 1986, as amended. 
  
 “Commodities” means positions in Commodity Contracts, forward contracts, foreign exchange positions and traded
physical commodities, as well as cash commodities resulting from any of the foregoing positions. 
  
 “Commodity Contract” means any futures contract or option thereon providing for the delivery or receipt at a future date of a specified amount
and grade of a traded commodity at a specified price and delivery point, or any other futures contract or option thereon approved for trading for U.S. persons. 
  

“Continuous Offering Period” means the period following the conclusion of the Initial Offering Period, during which additional Limited Units
may be sold in Baskets pursuant to this Trust Agreement. 
  
 “Corporate Trust Office” means the principal office at which at any particular time the corporate trust business of the Trustee is administered, which office at the date hereof is located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration. 
  
 “Covered Person” means the Trustee, the Managing Owner and their respective Affiliates. 
  
 “Creation Basket” means the minimum number of Limited Units that may be created at any one time, which shall be 200,000 or such greater or
lesser number as the Managing Owner may determine from time to time. 
  
 “Creation Basket Capital Contribution” means a Capital Contribution made by a Participant in connection with a Purchase Order Subscription Agreement and the creation of a Creation Basket in an amount equal to the product obtained
by multiplying (i) the number of Creation Baskets set forth in the relevant Purchase Order Subscription Agreement by (ii) the Net Asset Value per Basket as of closing time of the Exchange or the last to close of the exchanges on which any one of the
Index Commodities is traded, whichever is later, on the Purchase Order Subscription Date. 
  
 “Delaware Trust Statute” means the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq., as the same may be amended from time to time. 

 
 “Depository” means The Depository Trust Company, New York, New
York, or such other depository of Limited Units as may be selected by the Managing Owner as specified herein. 
  
 “Depository Agreement” means the Letter of Representations from the Managing Owner to the Depository, dated as of
                    , as the same may be amended or supplemented from time to time. 
  
 “Distributor” means any Person from time to time engaged to provide distribution services or related services to
the Trust pursuant to authority delegated by the Managing Owner. 
  
 “DTC” shall have the meaning assigned to such term in Section 3.4(b). 
  
 “DTC Participants” shall have the meaning assigned to such term in Section 3.4(c). 
  

 2 








 “Exchange” means the American Stock Exchange or, if the Limited Units shall cease to be listed
on the American Stock Exchange and are listed on one or more other exchanges, the exchange on which the Units are principally traded, as determined by the Managing Owner. 
  
 “Fiscal Quarter” shall mean each period ending on the last day of each March, June, September and December of each
Fiscal Year. 
  
 “Fiscal Year” shall have the meaning
set forth in Article X hereof. 
  
 “Global Security”
means the global certificate or certificates issued to the Depository as provided in the Depository Agreement, each of which shall be in substantially the form attached hereto as Exhibit B. 
  
 “Index Commodities” means the underlying Commodities which comprise
the Deutsche Bank Liquid Commodities IndexTM—Excess Return from time to time, as described in the Prospectus. 
  
 “Indirect Participants” shall have the meaning assigned to such term in Section 3.4 (c). 
  
 “Initial Offering Period” means the period commencing with the
initial effective date of the Prospectus and terminating no later than the ninetieth (90th) day following such date
unless extended for up to an additional ninety (90) days at the sole discretion of the Managing Owner. 
  
 “Internal Revenue Service” or “IRS” means the U.S. Internal Revenue Service or any successor thereto. 
  
 “Limited Owner” means any person or entity who is or becomes a
Beneficial Owner of Limited Units. 
  
 “Managing Owner”
means DB Commodity Services LLC, or any substitute therefor as provided herein, or any successor thereto by merger or operation of law. 
  
 “Master Fund Shares” means the common units of fractional undivided beneficial interest with limited liability in the profits, losses,
distributions, capital and assets of, and ownership of, DB Commodity Index Tracking Master Fund, a Delaware statutory trust. 
  
 “Net Asset Value” at any time means the total assets in the Trust Estate, determined on the basis of generally accepted accounting principles in
the United States, consistently applied under the accrual method of accounting. The amount of any distribution made pursuant to Article VI hereof shall be a liability of the Trust from the day when the distribution is declared until it is paid.

  
 “Net Asset Value Per Basket” means the product
obtained by multiplying the Net Asset Value Per Unit by the number of Limited Units comprising a Basket at such time. 
  
 “Net Asset Value per Unit” means the Net Asset Value divided by the number of Units outstanding on the date of calculation. 
  
 “NFA” means the National Futures Association. 
  
 “Order Cut-Off Time” means 10:00 am, New York time, on a Business
Day. 
  
 “Organization and Offering Expenses” shall have
the meaning assigned thereto in Section 4.8(a)(iv). 
  
 “Participant” means a Person that is a DTC Participant and has entered into a Participant Agreement which, at the relevant time, is in full force and effect. 
  
 “Participant Agreement” means an agreement among the Trust, the Managing Owner and a Participant, substantially in
the form of Exhibit C hereto, as it may be amended or supplemented from time to time in accordance with its terms. 
  

 3 








 “Person” means any natural person, partnership, limited liability company, statutory trust,
corporation, association, or other legal entity. 
  
 “Prospectus” means the final prospectus and disclosure document of the Trust, constituting a part of a Registration Statement, as filed with the SEC and declared effective thereby, as the same may at any time and from time to time
be amended or supplemented. 
  
 “Purchase Order Subscription
Agreement” shall have the meaning assigned thereto in Section 3.3(a)(i). 
  
 “Purchase Order Subscription Date” shall have the meaning assigned thereto in Section 3.3(a)(i). 
  
 “Redemption Basket” means the minimum number of Limited Units that may be redeemed pursuant to Section 7.1, which shall be the number of Limited
Units constituting a Creation Basket on the relevant Redemption Order Date. 
  
 “Redemption Distribution” means the cash delivered in satisfaction of a redemption of a Redemption Basket as specified in Section 7.1(c). 
  
 “Redemption Order” shall have the meaning assigned thereto in Section 7.1(a). 
  
 “Redemption Order Date” shall have the meaning assigned thereto in
Section 7.1(b). 
  
 “Redemption Settlement Time” shall
have the meaning assigned thereto in Section 7.1(d). 
  
 “Registration Statement” means a registration statement on Form S-1, as it may be amended from time to time, filed with the Securities and Exchange Commission pursuant to which the Trust registered the Limited Units, as the same
may at any time and from time to time be further amended or supplemented. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Sponsor” means any person directly or indirectly instrumental in organizing the Trust or any person who will manage or participate in the management of the Trust, including the Managing Owner or an
Affiliate of the Managing Owner, who pays any portion of the Organizational Expenses of the Trust and any other person who regularly performs or selects the persons who perform services for the Trust. Sponsor does not include wholly independent
third parties such as attorneys, accountants and underwriters whose only compensation is for professional services rendered in connection with the offering of the Units. The term “Sponsor” shall be deemed to include its Affiliates.

  
 “Subscribing Participant” means a Participant who
has submitted a Purchase Order Subscription Agreement to create one or more Units that has not yet been filled or accepted by the Trust. 
  
 “Suspended Redemption Order” shall have the meaning assigned thereto in Section 7.1(d). 
  
 “Transaction Fee” shall have the meaning assigned thereto in
Section 3.3(d). 
  
 “Treasury Regulations” means
regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor
Treasury Regulations. 
  
 “Trust” means DB Commodity
Index Tracking Fund, the Delaware statutory trust formed pursuant to the Certificate of Trust, the business and affairs of which are governed by this Trust Agreement. 
  
 “Trust Agreement” means this Amended and Restated Declaration of Trust and Trust Agreement as the same may at any
time or from time to time be amended. 
  

 4 








 “Trustee” means Wilmington Trust Company or any substitute therefor as provided herein, acting
not in its individual capacity but solely as trustee of the Trust. 
  
 “Trust Estate” means all property and cash held by the Trust, and all proceeds therefrom. 
  
 “Unitholders” means the Managing Owner and all Limited Owners, as holders of Units, where no distinction is required by the context in which the
term is used. 
  
 “Units” means the common units of
fractional undivided beneficial interest in the profits, losses, distributions, capital and assets of, and ownership of, the Trust. The Managing Owner’s Capital Contributions shall be represented by “General” Units and a Limited
Owner’s Capital Contributions shall be represented by “Limited” Units. 
  
 SECTION 1.2. Name. 
  
 (a) The name of the Trust is “DB Commodity Index Tracking Fund” in which name the Trustee and the Managing Owner may engage in the business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued on behalf of the Trust. 
  
 SECTION 1.3. Delaware Trustee; Business Offices. 
  
 (a) The sole Trustee of the Trust is Wilmington Trust Company, which is located at the Corporate Trust Office or at such other address in the State of Delaware as the Trustee may designate in writing to the
Unitholders. The Trustee shall receive service of process on the Trust in the State of Delaware at the foregoing address. In the event Wilmington Trust Company resigns or is removed as the Trustee, the Trustee of the Trust in the State of Delaware
shall be the successor Trustee. 
  
 (b) The
principal office of the Trust, and such additional offices as the Managing Owner may establish, shall be located at such place or places inside or outside the State of Delaware as the Managing Owner may designate from time to time in writing to the
Trustee and the Unitholders. Initially, the principal office of the Trust shall be at 60 Wall Street, New York, New York 10005. 
  
 SECTION 1.4. Declaration of Trust. The Trustee hereby acknowledges that the Trust has received the sum of $1,000 in bank accounts in the name of
the Trust controlled by the Managing Owner from the Managing Owner as grantor of the Trust, and hereby declares that it shall hold such sum in trust, upon and subject to the conditions set forth herein for the use and benefit of the Unitholders. It
is the intention of the parties hereto that the Trust shall be a statutory trust under the Delaware Trust Statute and that this Trust Agreement shall constitute the governing instrument of the Trust. It is not the intention of the parties hereto to
create a general partnership, limited partnership, limited liability company, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware statutory trust except to the extent that the Trust is deemed to
constitute a grantor trust under the Code and applicable state and local tax laws. Nothing in this Trust Agreement shall be construed to make the Unitholders partners or members of a joint stock association. The Managing Owner shall not be liable to
any person for the failure of the Trust to qualify as a grantor trust under the Code or any comparable provision of the laws of any State or other jurisdiction where such treatment is sought. Effective as of the date hereof, the Trustee and the
Managing Owner shall have all of the rights, powers and duties set forth herein and in the Delaware Trust Statute with respect to accomplishing the purposes of the Trust. The Trustee has filed the certificate of trust required by Section 3810 of the
Delaware Trust Statute in connection with the formation of the Trust under the Delaware Trust Statute. 
  
 SECTION 1.5. Purposes and Powers. The purposes of the Trust shall be to acquire, hold and redeem Master Fund Shares and to enter into any lawful
transaction and engage in any lawful activities in furtherance of or incidental to the foregoing purposes. The Trust shall not engage in any other business or activity and shall not acquire or own any other assets or take any of the actions set
forth in Section 4.4. The Trust shall have all of the powers specified in Section 15.1 hereof, including, without limitation, all of the powers which may be exercised by a Managing Owner on behalf of the Trust under this Trust Agreement. Nothing in
this Agreement shall be construed to give the Trustee or the Managing Owner the power to vary the investment of the Beneficial Owners 

  

 5 








 
within the meaning of Treasury Regulation Section 301.7701-4(c) or similar or successor provisions of United States Treasury Regulations under the Code, nor
shall the Managing Owner take any action that would vary the investment of the Beneficial Owners. 
  
 SECTION 1.6. Tax Treatment. 
  
 (a) Each of the parties hereto, by entering into this Trust Agreement, (i) expresses its intention that the Units will qualify under
applicable tax law as interests in a grantor trust which holds the Trust Estate for their benefit, (ii) agrees that it will file its own Federal, state and local income, franchise and other tax returns in a manner that is consistent with the
treatment of the Trust as a grantor trust in which each of the Unitholders thereof is a beneficiary and (iii) agrees to use reasonable efforts to notify the Managing Owner promptly upon a receipt of any notice from any taxing authority having
jurisdiction over such holders of Units with respect to the treatment of the Units as anything other than interests in a grantor trust. 
  
 (b) The Managing Owner shall prepare or cause to be prepared and filed the Trust’s tax returns as a grantor trust for Federal, state
and local tax purposes. Subject to Section 4.7, the Trust hereby indemnifies, to the full extent permitted by law, the Managing Owner from and against any damages or losses (including attorneys’ fees) arising out of or incurred in connection
with any action taken or omitted to be taken by it in carrying out its responsibilities under this Section 1.6(b), provided such action taken or omitted to be taken does not constitute fraud, negligence or misconduct. 
  
 (c) Each Unitholder shall furnish the Managing Owner and the
Trustee with information necessary to enable the Managing Owner to comply with U.S. federal income tax information reporting requirements in respect of such Unitholder’s Units. 
  
 SECTION 1.7. General Liability of the Managing Owner. 
  
 (a) The Managing Owner shall be liable for the acts, omissions, obligations and expenses of the Trust, to
the extent not paid out of the assets of the Trust, to the same extent the Managing Owner would be so liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act and the Managing Owner were a general partner of
such partnership. The foregoing provision shall not, however, limit the ability of the Managing Owner to limit its liability by contract. The obligations of the Managing Owner under this Section 1.7 shall be evidenced by its ownership of the General
Units which, solely for purposes of the Delaware Trust Statute, will be deemed to be a separate class of Units. Without limiting or affecting the liability of the Managing Owner as set forth in this Section 1.7, notwithstanding anything in this
Trust Agreement to the contrary, Persons having any claim against the Trust by reason of the transactions contemplated by this Trust Agreement and any other agreement, instrument, obligation or other undertaking to which the Trust is a party, shall
look only to the Trust Estate for payment or satisfaction thereof. 
  
 (b) Subject to Sections 8.1 and 8.3 hereof, no Unitholder, other than the Managing Owner, to the extent set forth above, shall have any personal liability for any liability or obligation of the Trust. 
  
 SECTION 1.8. Legal Title. Legal title to all of the Trust Estate shall
be vested in the Trust as a separate legal entity; provided, however, that where applicable law in any jurisdiction requires any part of the Trust Estate to be vested otherwise, the Managing Owner may cause legal title to the Trust
Estate or any portion thereof to be held by or in the name of the Managing Owner or any other Person (other than a Unitholder) as nominee. 
  
 ARTICLE II 
  
 THE TRUSTEE 
  
 SECTION 2.1. Term; Resignation. 
  
 (a) Wilmington Trust Company has been appointed and hereby agrees to serve as the Trustee of the Trust. The Trust shall have only one trustee unless otherwise determined by the Managing Owner. The Trustee shall serve until such time as the
Managing Owner removes the Trustee or the Trustee resigns and a successor Trustee is appointed by the Managing Owner in accordance with the terms of Section 2.5 hereof. 
  

 6 








 (b) The Trustee may resign at any time upon the giving of at least 60 days’ advance
written notice to the Trust; provided, that such resignation shall not become effective unless and until a successor Trustee shall have been appointed by the Managing Owner in accordance with Section 2.5 hereof. If the Managing Owner does not act
within such sixty (60) day period, the Trustee may apply, at the expense of the Trust, to the Court of Chancery of the State of Delaware for the appointment of a successor Trustee. 
  
 SECTION 2.2. Powers. Except to the extent expressly set forth in Section 1.3(a) and this Article II, the duty and
authority of the Trustee to manage the business and affairs of the Trust is hereby delegated to the Managing Owner, which duty and authority the Managing Owner may further delegate as provided herein, all pursuant to Section 3806(b)(7) of the
Delaware Trust Statute. The Trustee shall have only the rights, obligations and liabilities specifically provided for herein and shall have no implied rights, duties, obligations and liabilities with respect to the business and affairs of the Trust.
The Trustee shall have the power and authority to execute and file certificates as required by the Delaware Trust Statute and to accept service of process on the Trust in the State of Delaware. The Trustee shall provide prompt notice to the Managing
Owner of its performance of any of the foregoing. The Managing Owner shall reasonably keep the Trustee informed of any actions taken by the Managing Owner with respect to the Trust that would reasonably be expected to affect the rights, obligations
or liabilities of the Trustee hereunder or under the Delaware Trust Statute. 
  
 SECTION 2.3. Compensation and Expenses of the Trustee. The Trustee shall be entitled to receive from the Managing Owner or an Affiliate of the Managing Owner (including the Trust) reasonable compensation for
its services hereunder as set forth in a separate fee agreement and shall be entitled to be reimbursed by the Managing Owner or an Affiliate of the Managing Owner (including the Trust) for reasonable out-of-pocket expenses incurred by it in the
performance of its duties hereunder, including without limitation, the reasonable compensation, out-of-pocket expenses and disbursements of counsel and such other agents as the Trustee may employ in connection with the exercise and performance of
its rights and duties hereunder. 
  
 SECTION 2.4.
Indemnification. The Managing Owner agrees (and any additional Managing Owner admitted pursuant to Section 4.2(g) will be deemed to agree), whether or not any of the transactions contemplated hereby shall be consummated, to assume liability
for, and does hereby indemnify, protect, save and keep harmless Wilmington Trust Company (in its capacity as Trustee and individually) and its successors, assigns, legal representatives, officers, directors, employees, agents and servants (the
“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Trustee on or measured by any compensation received by the Trustee for its services
hereunder or any indemnity payments received by the Trustee pursuant to this Section 2.4), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever (collectively,
“Expenses”), which may be imposed on, incurred by or asserted against the Indemnified Parties in any way relating to or arising out of the formation, operation or termination of the Trust, the execution, delivery and performance of any
other agreements to which the Trust is a party or the action or inaction of the Trustee hereunder or thereunder, except for Expenses resulting from the gross negligence or willful misconduct of the Indemnified Parties. The indemnities contained in
this Section 2.4 shall survive the termination of this Trust Agreement or the removal or resignation of the Trustee. The Indemnified Parties shall not be entitled to indemnification from any Trust Estate. 
  
 SECTION 2.5. Successor Trustee. Upon the resignation or removal of the
Trustee, the Managing Owner shall appoint a successor Trustee by delivering a written instrument to the outgoing Trustee. Any successor Trustee must satisfy the requirements of Section 3807 of the Delaware Trust Statute. Any resignation or removal
of the Trustee and appointment of a successor Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Trustee to the outgoing Trustee and the Managing Owner and any fees and expenses due to the
outgoing Trustee are paid. Following compliance with the preceding sentence, the successor Trustee shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Trustee under this Trust Agreement, with like effect
as if originally named as Trustee, and the outgoing Trustee shall be discharged of its duties and obligations under this Trust Agreement. 
  

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 SECTION 2.6. Liability of Trustee. Except as otherwise provided in this Article II, in accepting
the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust Company by reason of the transactions contemplated by this Trust
Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof; provided, however, that in no event is the foregoing intended to affect or limit the liability of
the Managing Owner as set forth in Section 1.7 hereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own gross
negligence or willful misconduct. In particular, but not by way of limitation: 
  
 (a) The Trustee shall have no liability or responsibility for the validity or sufficiency of this Trust Agreement or for the form,
character, genuineness, sufficiency, value or validity of any Trust Estate; 
  
 (b) The Trustee shall not be liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Managing Owner or the Liquidating Trustee; 
  
 (c) The Trustee shall not have any liability for the acts or
omissions of the Managing Owner or its delegatees; 
  
 (d) The Trustee shall not be liable for its failure to supervise the performance of any obligations of the Managing Owner or its delegatees or any Participant; 
  
 (e) No provision of this Trust Agreement shall require the Trustee to act or expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its rights or powers hereunder if the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it; 
  
 (f) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party; 
  
 (g) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Managing
Owner unless the Managing Owner has offered to Wilmington Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust
Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; 
  
 (i) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction
other than in the State of Delaware if the taking of such action will require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other
governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date
hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the
transactions by the Trustee, as the case may be, contemplated hereby; and 
  
 (ii) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Unitholders or to any other Person, the Trustee acting under this
Agreement shall not be liable to the Trust, the Unitholders or to any other Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the
Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustee. 
  

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 SECTION 2.7. Reliance; Advice of Counsel. 
  
 (a) In the absence of bad faith, the Trustee may
conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein, and shall incur no
liability to anyone in acting on any signature, instrument, notice, resolutions, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party
or parties and need not investigate any fact or matter pertaining to or in any such document; provided, however, that the Trustee shall have examined any certificates or opinions so as to reasonably determine compliance of the same with the
requirements of this Trust Agreement. The Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and
that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon. 
  
 (b) In the exercise or
administration of the Trust hereunder and in the performance of its duties and obligations under this Trust Agreement, the Trustee, at the expense of the Managing Owner or an Affiliate of the Managing Owner (including the Trust) (i) may act directly
or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents,
attorneys, custodians or nominees shall have been selected by the Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled professionals to be selected with reasonable care by it. The Trustee shall not be liable
for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountant or other such Persons. 
  
 SECTION 2.8. Payments to the Trustee. Any amounts paid to the Trustee pursuant to this Article shall be deemed not to be a part of the Trust Estate
immediately after such payment. Any amounts owing to the Trustee under this Trust Agreement shall constitute a claim against the Trust Estate. 
  
 ARTICLE III 
  
 UNITS; CAPITAL CONTRIBUTIONS 
  
 SECTION 3.1. General. The Managing Owner shall have the power and authority, without Limited Owner approval, to issue Units from time to time as it deems necessary or desirable. The number of Units authorized
shall be unlimited, and the Units so authorized may be represented in part by fractional Units, calculated to four decimal places. From time to time, the Managing Owner may divide or combine the Units into a greater or lesser number without thereby
changing the proportionate beneficial interests. The Managing Owner may issue Units for such consideration and on such terms as it may determine (or for no consideration if pursuant to a Unit dividend or split-up), all without action or approval of
the Limited Owners. All Units when so issued on the terms determined by the Managing Owner shall be fully paid and non-assessable. The Units initially shall be divided into two classes: General Units and Limited Units. Every Unitholder, by virtue of
having purchased or otherwise acquired a Unit, shall be deemed to have expressly consented and agreed to be bound by the terms of this Trust Agreement. 
  
 SECTION 3.2. Offer of Limited Units. 
  
 (a) Initial Offering Period. During the Initial Offering Period, the Trust shall offer Limited Units to Participants in Creation
Baskets pursuant to SEC Rule 415, at an offering price of $25 per Limited Unit ($5 million per Creation Basket), up to a maximum of 4,000,000 Limited Units ($100 million). The offering shall be made pursuant to and on the terms and conditions
set forth in the Prospectus. The Managing Owner shall make such arrangements for the sale of the Limited Units as it deems appropriate. 
  

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 (b) Effect of the Sale of at least 2,000,000 Limited Units. In the event that at
least 2,000,000 Limited Units (10 Creation Baskets) are sold during the Initial Offering Period, the Managing Owner will admit all accepted Subscribing Participants pursuant to the Prospectus into the Trust as Limited Owners, by causing such Limited
Owners to execute this Trust Agreement, pursuant to the Power of Attorney set forth in the Subscription Agreement, and otherwise in accordance with Sections 3.3 and 3.4 of this Trust Agreement with the Participant Agreements. 
  
 (c) Effect of the Sale of Less than 2,000,000 Limited
Units. In the event that at least 2,000,000 Limited Units (10 Creation Baskets) are not sold during the Initial Offering Period, all proceeds of the sale of Limited Units, together with any interest earned thereon, will be returned to the
Subscribing Participants on a pro rata basis (taking into account the amount and time of deposit), as promptly as practicable but in no even more than seven days after the conclusion of the Initial Offering Period for the Units. Such action
will terminate the Trust. 
  
 (d) Offer of
Limited Units After Initial Offering Period. In the event that 2,000,000 or more of the Limited Units are sold during the Initial Offering Period for the Units, the Trust may continue to offer Limited Units to Participants in Creation Baskets
and admit additional Limited Owners and/or accept additional contributions from existing Limited Owners pursuant to the Prospectus, Sections 3.3 and 3.4 of this Trust Agreement and the Participant Agreements. 
  
 SECTION 3.3. Procedures for Creation and Issuance of Creation Baskets.

  
 (a) General. The following procedures,
as supplemented by the more detailed procedures specified in the attachment to the Participant Agreement, which may be amended from time to time in accordance with the provisions of the Participant Agreement (and any such amendment will not
constitute an amendment of this Trust Agreement), will govern the Trust with respect to the creation and issuance of additional Creation Baskets. Subject to the limitations upon and requirements for issuance of Creation Baskets stated herein and in
such procedures, the number of Creation Baskets which may be issued by the Trust is unlimited. 
  
 (i) On any Business Day, a Participant may submit to the Managing Owner a purchase order and subscription agreement to subscribe for and
agree to purchase one or more Creation Baskets (such request by a Participant, a “Purchase Order Subscription Agreement”) in the manner provided in the Participant Agreement. Purchase Order Subscription Agreements must be received by the
Order Cut-Off Time on a Business Day (the “Purchase Order Subscription Date”). The Managing Owner will process Purchase Order Subscription Agreements only from Participants with respect to which the Participant Agreement is in full force
and effect. The Managing Owner will maintain and make available at the Trust’s principal offices during normal business hours a current list of the Participants with respect to which the Participant Agreement is in full force and effect. The
Managing Owner will deliver (or cause to be delivered) a copy of the Prospectus to each Participant prior to its execution and delivery of the Participant Agreement and prior to accepting any Purchase Order Subscription Agreement. 
  
 (ii) Any Purchase Order Subscription Agreement is subject to
rejection by the Managing Owner pursuant to Section 3.3(c). 
  
 (iii) After accepting a Participant’s Purchase Order Subscription Agreement, the Managing Owner will issue and deliver Creation Baskets to fill a Participant’s Purchase Order Subscription Agreement as of
noon New York time on the business day immediately following the Purchase Order Subscription Date, but only if by such time the Managing Owner has received (A) for its own account, the Transaction Fee, and (B) for the account of the Trust the
Creation Basket Capital Contribution due from the Participant submitting the Purchase Order Subscription Agreement. 
  
 (b) Deposit with the Depository. Upon issuing a Creation Basket pursuant to a Purchase Order Subscription Agreement, the Managing
Owner will cause the Trust to deposit the Creation Basket with the Depository in accordance with the Depository’s customary procedures, for credit to the account of the Participant that submitted the Purchase Order Subscription Agreement.

  

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 (c) Rejection. The Managing Owner shall have the absolute right, but shall have no
obligation, to reject any Purchase Order Subscription Agreement or Creation Basket Capital Contribution: (i) determined by the Managing Owner not to be in proper form; (ii) that the Managing Owner has determined would have adverse tax consequences
to the Trust or to Limited Owners; (iii) the acceptance or receipt of which would, in the opinion of counsel to the Managing Owner, be unlawful; or (iv) if circumstances outside the control of the Managing Owner make it for all practical purposes
not feasible to process creations of Creation Baskets. The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Creation Basket Capital Contribution. 
  
 (d) Transaction Fee. A non-refundable transaction fee
will be payable by a Participant to the Managing Owner for its own account in connection with each Purchase Order Subscription Agreement pursuant to this Section and in connection with each Redemption Order of such Participant pursuant to Section
7.1 (each a “Transaction Fee”). The Transaction Fee charged in connection with each such creation and redemption shall be initially $500, but may be changed as provided below. Even though a single Purchase Order Subscription Agreement or
Redemption Order may relate to multiple Creation Baskets, only a single Transaction Fee will be due for each Purchase Order or Redemption Order. The Transaction Fee may subsequently be waived, modified, reduced, increased or otherwise changed by the
Managing Owner, but will not in any event exceed 0.10% of the Net Asset Value Per Basket at the time of creation of a Creation Basket or redemption of a Redemption Basket, as the case may be. The Managing Owner shall notify the Depository of any
agreement to change the Transaction Fee and shall not implement any increase for redemptions of outstanding Units until 30 days after the date of that notice. The amount of the Transaction Fee in effect at any given time shall be made available by
the Trustee upon request. 
  
 (e) Global
Certificate Only. Certificates for Creation Baskets will not be issued, other than the Global Security issued to the Depository. So long as the Depository Agreement is in effect, Creation Baskets will be issued and redeemed and Limited Units
will be transferable solely through the book-entry systems of the Depository and the DTC Participants and their Indirect Participants as more fully described in Section 3.4. The Depository may determine to discontinue providing its service with
respect to Creation Baskets and Limited Units by giving notice to the Managing Owner pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. Under
such circumstances, the Managing Owner shall take action either to find a replacement for the Depository to perform its functions at a comparable cost and on terms acceptable to the Managing Owner or, if such a replacement is unavailable, to
terminate the Trust. 
  
 SECTION 3.4. Book-Entry-Only System,
Global Security. 
  
 (a) Global
Security. The Trust and the Managing Owner will enter into the Depository Agreement pursuant to which the Depository will act as securities depository for Limited Units. Limited Units will be represented by the Global Security (which may consist
of one or more certificates as required by the Depository), which will be registered, as the Depository shall direct, in the name of Cede & Co., as nominee for the Depository and deposited with, or on behalf of, the Depository. No other
certificates evidencing Limited Units will be issued. The Global Security shall be in the form attached hereto as Exhibit B and shall represent such Limited Units as shall be specified therein, and may provide that it shall represent the aggregate
amount of outstanding Limited Units from time to time endorsed thereon and that the aggregate amount of outstanding Limited Units represented thereby may from time to time be increased or decreased to reflect creations or redemptions of Baskets. Any
endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of outstanding Limited Units represented thereby shall be made in such manner and upon instructions given by the Managing Owner on behalf of the Trust
as specified in the Depository Agreement. 
  
 (b)
Legend. Any Global Security issued to The Depository Trust Company or its nominee shall bear a legend substantially to the following effect: “Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name 

  

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of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is required by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.”

  
 (c) The Depository. The Depository has
advised the Trust and the Managing Owner as follows: The Depository is a limited-purpose trust company organized under the laws of the State of New York, a member of the U.S. federal Reserve System, a “clearing corporation” within the
meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The Depository was created to hold securities of its
participants (the “DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants,
thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their
representatives) own the Depository. Access to the Depository’s system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either
directly or indirectly (“Indirect Participants”). 
  
 (d) Beneficial Owners. As provided in the Depository Agreement, upon the settlement date of any creation, transfer or redemption of Limited Units, the Depository will credit or debit, on its book-entry
registration and transfer system, the number of Limited Units so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Managing Owner on behalf of the
Trust and each Participant, in the case of a creation or redemption of Baskets. Ownership of beneficial interest in Limited Units will be limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and
Indirect Participants. Owners of beneficial interests in Limited Units (“Beneficial Owners”) will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants,
records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial
Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased Limited Units a written confirmation relating to their purchase of Limited Units. 
  
 (e) Reliance on Procedures. So long as Cede &
Co., as nominee of the Depository, is the registered owner of Limited Units, references herein to the registered or record owners of Limited Units shall mean Cede & Co. and shall not mean the Beneficial Owners of Limited Units. Beneficial Owners
of Limited Units will not be entitled to have Limited Units registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered the record or registered holder of
Limited Units under this Agreement. Accordingly, to exercise any rights of a holder of Limited Units under the Agreement, a Beneficial Owner must rely on the procedures of the Depository and, if such Beneficial Owner is not a DTC Participant, on the
procedures of each DTC Participant or Indirect Participant through which such Beneficial Owner holds its interests. The Trust and the Managing Owner understand that under existing industry practice, if the Trust requests any action of a Beneficial
Owner, or a Beneficial Owner desires to take any action that the Depository, as the record owner of all outstanding Limited Units, is entitled to take, in the case of a Trustee request, the Depository will notify the DTC Participants regarding such
request, such DTC Participants will in turn notify each Indirect Participant holding Limited Units through it, with each successive Indirect Participant continuing to notify each person holding Limited Units through it until the request has reached
the Beneficial Owner, and in the case of a request or authorization to act being sought or given by a Beneficial Owner, such request or authorization is given by the Beneficial Owner and relayed back to the Trust through each Indirect Participant
and DTC Participant through which the Beneficial Owner’s interest in the Limited Units is held. 
  

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 (f) Communication between the Trust and the Beneficial Owners. As described above,
the Trust will recognize the Depository or its nominee as the owner of all Limited Units for all purposes except as expressly set forth in this Agreement. Conveyance of all notices, statements and other communications to Beneficial Owners will be
effected as follows. Pursuant to the Depository Agreement, the Depository is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the Limited Unit holdings of each DTC Participant. The Trust
shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Limited Units, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with sufficient copies of such notice,
statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to
such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant an amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements. 
  
 (g) Distributions. Distributions on Limited Units
pursuant to Section 3.9 shall be made to the Depository or its nominee, Cede & Co., as the registered owner of all Limited Units. The Trust and the Managing Owner expect that the Depository or its nominee, upon receipt of any payment of
distributions in respect of Limited Units, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Limited Units as shown on the records of the Depository or its
nominee. The Trust and the Managing Owner also expect that payments by DTC Participants to Indirect Participants and Beneficial Owners held through such DTC Participants and Indirect Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants and Indirect Participants. None of the
Trust, the Trustee or the Managing Owner will have any responsibility or liability for any aspects of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in Limited Units, or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between the Depository and the DTC Participants or the relationship between such DTC Participants and the
Indirect Participants and Beneficial Owners owning through such DTC Participants or Indirect Participants or between or among the Depository, any Beneficial Owner and any person by or through which such Beneficial Owner is considered to own Limited
Units. 
  
 (h) Limitation of Liability.
The Global Security to be issued hereunder is executed and delivered solely on behalf of the Trust by the Managing Owner, as Managing Owner, in the exercise of the powers and authority conferred and vested in it by this Trust Agreement. The
representations, undertakings and agreements made on the part of the Trust in the Global Security are made and intended not as personal representations, undertakings and agreements by the Managing Owner or the Trustee, but are made and intended for
the purpose of binding only the Trust. Nothing in the Global Security shall be construed as creating any liability on the Managing Owner or the Trustee, individually or personally, to fulfill any representation, undertaking or agreement other than
as provided in this Agreement. 
  
 (i)
Successor Depository. If a successor to The Depository Trust Company shall be employed as Depository hereunder, the Trust and the Managing Owner shall establish procedures acceptable to such successor with respect to the matters addressed in
this Section 3.4. 
  
 SECTION 3.5. Escrow Agreement. All
proceeds from the sale of Limited Units offered pursuant to the Prospectus shall be deposited in an interest bearing escrow account with an escrow agent to be selected by the Managing Owner until the conclusion of the Initial Offering Period. In the
event subscriptions for at least 2,000,000 Units are received and accepted during the Initial Offering Period, all interest earned on the proceeds of subscriptions from accepted Subscribing Participants for Limited Units during its Initial Offering
Period will be contributed to the Trust, for which the Limited Owners will receive additional Units on a pro rata basis (taking into account time and amount of deposit). 
  

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 SECTION 3.6. Termination of the Trust. If the minimum number of Units being offered are not sold
during the Initial Offering Period, then the Trust shall be terminated in accordance with Section 3808(e) of the Delaware Trust Statute, and the Trustee, at the expense and direction of the Managing Owner, shall cause the certificate of cancellation
required by Section 3810 of the Delaware Trust Statute to be filed. 
  
 SECTION 3.7. Assets. All consideration received by the Trust for the issue or sale of Units together with all of the Trust Estate in which such consideration is invested, all income, earnings, profits, and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation of such assets, shall belong to the Trust for all purposes, subject only to the rights of creditors of the Trust and except as may otherwise be required by applicable tax laws, and shall be
so recorded upon the books of account of the Trust. 
  
 SECTION
3.8. Liabilities. The Trust Estate shall be charged with the liabilities of the Trust; and all expenses, costs, charges and reserves attributable to the Trust. The Managing Owner shall have full discretion, to the extent not inconsistent with
applicable law, to determine which items shall be treated as income and which items as capital, and each such determination and allocation shall be conclusive and binding upon the Unitholders. 
  
 SECTION 3.9. Distributions. 
  
 (a) Distributions on Units may be paid with such frequency
as the Managing Owner may determine, which may be daily or otherwise, to the Unitholders, from such of the income and capital gains, accrued or realized, from the Trust Estate, after providing for actual and accrued liabilities. All distributions on
Units thereof shall be distributed pro rata to the Unitholders in proportion to the total outstanding Units held by such Unitholders at the date and time of record established for the payment of such distribution and in accordance with Section
3.4(g). Such distributions may be made in cash or Units as determined by the Managing Owner or pursuant to any program that the Managing Owner may have in effect at the time for the election by each Unitholder of the mode of the making of such
distribution to that Unitholder. 
  
 (b) The
Units shall represent units of beneficial interest in the Trust Estate. Each Unitholder shall be entitled to receive its pro rata share of distributions of income and capital gains in accordance with Section 3.9(a). 
  
 SECTION 3.10. Voting Rights. Notwithstanding any other provision
hereof, on each matter submitted to a vote of the Unitholders, each Unitholder shall be entitled to a proportionate vote based upon the product of the Net Asset Value per Unit multiplied by the number of Units, or fraction thereof, standing in its
name on the books of the Trust in accordance with Section 3.4(g). 
  
 SECTION 3.11. Equality. Except as provided herein, all Units shall represent an equal proportionate beneficial interest in the assets of the Trust subject to the liabilities of the Trust, and each Unit shall be equal to each other
Unit. The Managing Owner may from time to time divide or combine the Units into a greater or lesser number of Units without thereby changing the proportionate beneficial interest in the assets of the Trust or in any way affecting the rights of
Unitholders. 
  
 ARTICLE IV 
  
 THE MANAGING OWNER 
  
 SECTION 4.1. Management of the Trust. Pursuant to Section 3806(b)(7)
of the Delaware Trust Statute, the Trust shall be managed by the Managing Owner and the conduct of the Trust’s business shall be controlled and conducted solely by the Managing Owner in accordance with this Trust Agreement. 
  
 SECTION 4.2. Authority of Managing Owner. In addition to and not in
limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by 

  

 14 








 
the express provisions of this Trust Agreement or the Delaware Trust Statute, the Managing Owner shall have and may exercise on behalf of the Trust, all
powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Trust, which shall include, without limitation, the following: 
  
 (a) To enter into, execute, deliver and maintain, and to
cause the Trust to perform its obligations under, contracts, agreements and any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and
sale of the Units and the conduct of Trust activities; 
  
 (b) To establish, maintain, deposit into, sign checks and/or otherwise draw upon accounts on behalf of the Trust with appropriate banking and savings institutions, and execute and/or accept any instrument or agreement incidental to the
Trust’s business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Managing Owner in the Managing Owner’s name shall be deemed executed and accepted on behalf of the Trust by the Managing
Owner; 
  
 (c) To deposit, withdraw, pay, retain
and distribute the Trust Estate or any portion thereof in any manner consistent with the provisions of this Trust Agreement; 
  
 (d) To supervise the preparation and filing of the Registration Statement and supplements and amendments thereto, and the Prospectus;

  
 (e) To pay or authorize the payment of
distributions to the Unitholders and expenses of the Trust; 
  
 (f) To make any elections on behalf of the Trust under the Code, or any other applicable U.S. federal or state tax law as the Managing Owner shall determine to be in the best interests of the Trust; and 
  
 (g) In the sole discretion of the Managing Owner, to admit
an Affiliate or Affiliates of the Managing Owner as additional Managing Owners; provided, that notwithstanding the foregoing, the Managing Owner may not admit Affiliate(s) of the Managing Owner as an additional Managing Owner if it has received
notice of its removal as a Managing Owner, pursuant to Section 8.2(d) hereof, or if the concurrence of at least a majority in interest (over 50%) of the outstanding Units (not including Units owned by the Managing Owner) is not obtained. 

 
 SECTION 4.3. Obligations of the Managing Owner. In addition to the
obligations expressly provided by the Delaware Trust Statute or this Trust Agreement, the Managing Owner shall: 
  
 (a) Devote such of its time to the business and affairs of the Trust as it shall, in its discretion exercised in good faith, determine to
be necessary to conduct the business and affairs of the Trust for the benefit of the Trust and the Limited Owners; 
  
 (b) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be
appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions; 
  
 (c) Retain independent public accountants to audit the accounts of the Trust; 
  
 (d) Employ attorneys to represent the Trust; 
  
 (e) Use its best efforts to maintain the status of the Trust
as a “statutory trust” for state law purposes, and as a “grantor trust” for U.S. federal income tax purposes; 
  
 (f) Have fiduciary responsibility for the safekeeping and use of the Trust Estate, whether or not in the Managing Owner’s immediate
possession or control; 
  
 (g) enter into a
Participant Agreement with each Participant and discharge the duties and responsibilities of the Trust and the Managing Owner thereunder; 
  
 (h) receive from Participants and process properly submitted Purchase Order Subscription Agreements, as described in Section 3.3(a)(i);

  

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 (i) in connection with Purchase Order Subscription Agreements, receive Creation Basket
Capital Contributions from Participants; 
  
 (j)
in connection with Purchase Order Subscription Agreements, deliver or cause the delivery of Creation Baskets to the Depository for the account of the Participant submitting a Purchase Order Subscription Agreement for which the Managing Owner has
received the requisite Transaction Fee and the Trust has received the requisite Purchase Order Capital Contribution, as described in Section 3.3(c); 
  
 (k) receive from Participants and process properly submitted Redemption Orders, as described in Section 7.1(a), or as may from time to
time be permitted by Section 7.2; 
  
 (l) in
connection with Redemption Orders, receive from the redeeming Participant through the Depository, and thereupon cancel or cause to be cancelled, Limited Units corresponding to the Redemption Baskets to be redeemed as described in Section 7.1, or as
may from time to time be permitted by Section 7.2; 
  
 (m) interact with the Depository as required; and 
  
 (n) delegate those of its duties hereunder as it shall determine from time to time to one or more Administrators or commodity trading advisors. 
  
 SECTION 4.4. General Prohibitions. The Trust shall not: 
  
 (a) Invest proceeds received on the issuance or sale of
Units in anything other than Master Fund Shares; 
  
 (b) Reinvest distributions received in respect of Master Fund Shares; 
  
 (c) Redeem Master Fund Shares other than to fund a redemption request by a Participant; 
  
 (d) Borrow money from or loan money to any Unitholder
(including the Managing Owner) or other Person; 
  
 (e) Create, incur, assume or suffer to exist any lien, mortgage, pledge conditional sales or other title retention agreement, charge, security interest or encumbrance, except (i) liens for taxes not delinquent or being contested in good
faith and by appropriate proceedings and for which appropriate reserves have been established, (iii) deposits or pledges to secure obligations under workmen’s compensation, social security or similar laws or under unemployment insurance, (iv)
deposits or pledges to secure contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business, or (v) mechanic’s,
warehousemen’s, carrier’s, workmen’s, materialmen’s or other like liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith, and for which
appropriate reserves have been established if required by generally accepted accounting principles, and liens arising under ERISA; 
  
 (f) Cause the Trust to elect to be treated as an association taxable as a corporation for U.S. federal income tax purposes. 
  
 SECTION 4.5. Liability of Covered Persons. A Covered Person shall have
no liability to the Trust or to any Unitholder or other Covered Person for any loss suffered by the Trust which arises out of any action or inaction of such Covered Person if such Covered Person, in good faith, determined that such course of conduct
was in the best interest of the Trust and such course of conduct did not constitute negligence or misconduct of such Covered Person. Subject to the foregoing, neither the Managing Owner nor any other Covered Person shall be personally liable for the
return or repayment of all or any portion of the capital or profits of any Limited Owner or assignee thereof, it being expressly agreed that any such return of capital or profits made pursuant to this Trust Agreement shall be made solely from the
assets of the Trust without any rights of contribution from the Managing Owner or any other Covered Person. A Covered Person shall not be liable for the conduct or misconduct of any Administrator or other delegatee selected by the Managing Owner
with reasonable care. 
  

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 SECTION 4.6. Fiduciary Duty. 
  
 (a) To the extent that, at law or in equity, the Managing Owner has duties (including fiduciary duties) and
liabilities relating thereto to the Trust, the Unitholders or to any other Person, the Managing Owner acting under this Agreement shall not be liable to the Trust, the Unitholders or to any other Person for its good faith reliance on the provisions
of this Agreement subject to the standard of care in Section 4.5 herein. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Managing Owner otherwise existing at law or in equity are agreed by the
parties hereto to replace such other duties and liabilities of the Managing Owner. Any material changes in the Trust’s basic investment policies or structure shall occur only upon the written approval or affirmative vote of Limited Owners
holding Units equal to at least a majority (over 50%) of the Net Asset Value (excluding Units held by the Managing Owner and its Affiliates) of the Trust pursuant to Section 11.1(a) below. 
  
 (b) Unless otherwise expressly provided herein: 

 
 (i) whenever a conflict of interest exists or arises
between the Managing Owner or any of its Affiliates, on the one hand, and the Trust or any Unitholder or any other Person, on the other hand; or 
  
 (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that the Managing Owner shall act in a manner
that is, or provides terms that are, fair and reasonable to the Trust, any Unitholder or any other Person, 
  
 the Managing Owner shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Managing Owner, the resolution, action or terms so made, taken or provided by the Managing Owner shall not constitute a breach of this Agreement or any other agreement contemplated herein
or of any duty or obligation of the Managing Owner at law or in equity or otherwise. 
  
 (c) The Managing Owner and any Affiliate of the Managing Owner may engage in or possess an interest in other profit-seeking or business
ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Managing Owner. If the
Managing Owner acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Managing Owner shall
not be liable to the Trust or to the Unitholders for breach of any fiduciary or other duty by reason of the fact that the Managing Owner pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity
or information to the Trust. Neither the Trust nor any Unitholder shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived
therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Managing Owner may engage or be interested in any
financial or other transaction with the Trust, the Unitholders or any Affiliate of the Trust or the Unitholders. 
  
 SECTION 4.7. Indemnification of the Managing Owner. 
  
 (a) The Managing Owner shall be indemnified by the Trust against any losses, judgments, liabilities, expenses and amounts paid in
settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Managing Owner was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of
conduct was in the best interests of the Trust and such liability or loss was not the result of negligence, misconduct, or a breach of this Trust Agreement on the part of the Managing Owner and (ii) any such indemnification will only be recoverable
from the Trust Estate. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Managing Owner, or the withdrawal, adjudication of 

  

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bankruptcy or insolvency of the Managing Owner, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Code by or against
the Managing Owner. The source of payments made in respect of indemnification under this Trust Agreement shall be the assets of the Trust. 
  
 (b) Notwithstanding the provisions of Section 4.7(a) above, the Managing Owner and any Person acting as broker-dealer for the Trust shall
not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged
securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of
competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims
against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. 
  
 (c) The Trust shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification
of which is herein prohibited. 
  
 (d) Expenses
incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Managing Owner shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding, if the legal
action relates to the performance of duties or services by the Managing Owner on behalf of the Trust; (ii) the legal action is initiated by a third party who is not a Limited Owner or the legal action is initiated by a Limited Owner and a court of
competent jurisdiction specifically approves such advance; and (iii) the Managing Owner undertakes to repay the advanced funds with interest to the Trust in cases in which it is not entitled to indemnification under this Section 4.7. 
  
 (e) The term “Managing Owner” as used only in this
Section 4.7 shall include, in addition to the Managing Owner, any other Covered Person performing services on behalf of the Trust and acting within the scope of the Managing Owner’s authority as set forth in this Trust Agreement. 
  
 (f) In the event the Trust is made a party to any claim,
dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Owner’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited
Owner (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. 
  
 SECTION 4.8. Expenses and Limitations Thereon. 
  
 (a) (i) The Managing Owner or an Affiliate of the Managing
Owner shall be responsible for the payment of all Organization and Offering Expenses incurred in connection with the creation of the Trust and sale of Units during or prior to the Initial Offering Period; provided, however, that the amount of
such Organization and Offering Expenses paid by the Managing Owner shall be subject to reimbursement by the Trust to the Managing Owner, without interest, in up to 36 monthly payments during each of the first 36 months of the Continuous Offering
Period. In the event that the amount of the Organization and Offering Expenses incurred in connection with the creation of the Trust and sale of Units during the Initial Offering Period and paid by the Managing Owner is not fully reimbursed by the
end of the 36th month of the Continuous Offering Period, the Managing Owner shall not be entitled to receive, and the Trust shall not be required to pay, any unreimbursed portion of such expenses outstanding as of such date. In the event the Trust
terminates prior to the completion of any reimbursement contemplated by this Section 4.8(a)(i), the Managing Owner shall not be entitled to receive, and the Trust shall not be required to pay, any unreimbursed portion of such expenses outstanding as
of the date of such termination. 
  
 (ii) The
Managing Owner or an Affiliate of the Managing Owner also shall be responsible for the payment of all Organization and Offering Expenses incurred after the Initial Offering Period; provided, however, that the amount of such Organization and
Offering Expenses paid by the Managing Owner 

  

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shall be subject to reimbursement by the Trust to the Managing Owner, without interest, in up to 36 monthly payments during each of the first 36 months
following the month in which such expenses were paid by the Managing Owner. In the event that the amount of the Organization and Offering Expenses incurred in connection with the sale of Units during the Continuous Offering Period and paid by the
Managing Owner is not fully reimbursed by the end of the 36th month following the month in which such expenses were paid by the Managing Owner, the Managing Owner shall not be entitled to receive, and the Trust shall not be required to pay, any
unreimbursed portion of such expenses outstanding as of such date. In the event the Trust terminates prior to the completion of any reimbursement contemplated by this Section 4.8(a)(ii), the Managing Owner shall not be entitled to receive, and the
Trust shall not be required to pay, any unreimbursed portion of such expenses outstanding as of the date of such termination. 
  
 (iii) In no event shall the Managing Owner be entitled to reimbursement under Section 4.8(a)(i) in an aggregate amount in excess of 2.50%
of the aggregate amount of all subscriptions accepted during the Initial Offering Period and the first 36 months of the Continuous Offering Period. In no event shall the aggregate amount of the reimbursement payments from the Trust to the Managing
Owner under Sections 4.8(a)(i) and (ii) in any month exceed 0.50% per annum of the Net Asset Value of the Trust as of the beginning of such month. 
  
 (iv) Organization and Offering Expenses shall mean those expenses incurred in connection with the formation, qualification and
registration of the Trust and the Units and in offering, distributing and processing the Units under applicable U.S. federal and state law, and any other expenses actually incurred and, directly or indirectly, related to the organization of the
Trust or the initial and continuous offering of the Units, including, but not limited to, expenses such as: (i) initial and ongoing registration fees, filing fees, escrow fees and taxes, (ii) costs of preparing, printing (including typesetting),
amending, supplementing, mailing and distributing the Registration Statement, the Exhibits thereto and the Prospectus during the Initial Offering Period and the Continuous Offering Period, (iii) the costs of qualifying, printing, (including
typesetting), amending, supplementing, mailing and distributing sales materials used in connection with the offering and issuance of the Units during the Initial Offering Period and the Continuous Offering Period, (iv) travel, telegraph, telephone
and other expenses in connection with the offering and issuance of the Units during the Initial Offering Period and the Continuous Offering Period, (v) accounting, auditing and legal fees (including disbursements related thereto) incurred in
connection therewith, and (vi) any extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any permitted indemnification associated therewith) related thereto. 
  
 (b) All ongoing charges, costs and expenses of the
Trust’s operation, including, but not limited to, the routine expenses associated with (i) preparation of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities; (ii) Trust meetings and
preparing, printing and mailing of proxy statements and reports to Unitholders; (iii) the payment of any distributions related to redemption of Units; (iv) routine services of the Trustee, legal counsel and independent accountants; (v) routine
accounting and bookkeeping services, whether performed by an outside service provider or by Affiliates of the Managing Owner; (vi) postage and insurance; (vii) client relations and services; (viii) computer equipment and system maintenance; (ix) the
Management Fee; and (x) extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto) shall be billed to and/or paid by the Trust. 
  
 (c) The Managing Owner or any Affiliate of the Managing
Owner may only be reimbursed for the actual cost to the Managing Owner or such Affiliate of any expenses which it advances on behalf of the Trust for which payment the Trust is responsible. In addition, payment to the Managing Owner or such
Affiliate for indirect expenses incurred in performing services for the Trust in its capacity as the managing owner of the Trust, such as salaries and fringe benefits of officers and directors, rent or depreciation, utilities and other
administrative items generally falling within the category of the Managing Owner’s “overhead,” is prohibited. 
  

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 SECTION 4.9. Compensation to the Managing Owner. The Managing Owner shall be entitled to
compensation for its services as managing owner of the Trust as set forth in the Prospectus. 
  
 SECTION 4.10. Other Business of Unitholders. Except as otherwise specifically provided herein, any of the Unitholders and any shareholder, officer, director, employee or other person holding a legal or
beneficial interest in an entity which is a Unitholder, may engage in or possess an interest in other business ventures of every nature and description, independently or with others, and the pursuit of such ventures, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. 
  
 SECTION 4.11. Voluntary Withdrawal of the Managing Owner. The Managing Owner may withdraw voluntarily as the Managing Owner of the Trust only upon one hundred and twenty (120) days’ prior written notice to all Limited Owners and
the Trustee. If the withdrawing Managing Owner is the last remaining Managing Owner, Limited Owners holding Units equal to at least a majority (over 50%) of the Net Asset Value (not including Units held by the Managing Owner) may vote to elect and
appoint, effective as of a date on or prior to the withdrawal, a successor Managing Owner who shall carry on the business of the Trust. In the event of its removal or withdrawal, the Managing Owner shall be entitled to a redemption of its Units at
the Net Asset Value. If the Managing Owner withdraws and a successor Managing Owner is named, the withdrawing Managing Owner shall pay all expenses as a result of its withdrawal. 
  
 SECTION 4.12. Authorization of Registration Statements. Each Limited Owner (or any permitted assignee thereof) hereby
agrees that the Trust, the Managing Owner and the Trustee are authorized to execute, deliver and perform the agreements, acts, transactions and matters contemplated hereby or described in or contemplated by the Registration Statements on behalf of
the Trust without any further act, approval or vote of the Limited Owners of the Trust, notwithstanding any other provision of this Trust Agreement, the Delaware Trust Statute or any applicable law, rule or regulation. 
  
 SECTION 4.13. Litigation. The Managing Owner is hereby authorized to
prosecute, defend, settle or compromise actions or claims at law or in equity as may be necessary or proper to enforce or protect the Trust’s interests. The Managing Owner shall satisfy any judgment, decree or decision of any court, board or
authority having jurisdiction or any settlement of any suit or claim prior to judgment or final decision thereon, first, out of any insurance proceeds available therefor, next, out of the Trust’s assets and, thereafter, out of the assets (to
the extent that it is permitted to do so under the various other provisions of this Agreement) of the Managing Owner. 
  
 ARTICLE V 
  
 TRANSFERS OF UNITS 
  
 SECTION 5.1. General Prohibition. A Limited Owner may not sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or in any manner encumber any or all of his Units or any part of his right, title
and interest in the capital or profits in the Trust except as permitted in this Article V and any act in violation of this Article V shall not be binding upon or recognized by the Trust (regardless of whether the Managing Owner shall have knowledge
thereof), unless approved in writing by the Managing Owner. 
  
 SECTION 5.2. Transfer of Managing Owner’s General Units. 
  
 (a) Upon an Event of Withdrawal (as defined in Section 13.1), the Managing Owner’s General Units shall be purchased by the Trust for a purchase price in cash equal to the Net Asset Value thereof. The Managing
Owner will not cease to be a Managing Owner of the Trust merely upon the occurrence of its making an assignment for the benefit of creditors, filing a voluntary petition in bankruptcy, filing a petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, filing an answer or other pleading admitting or failing to contest material allegations of a petition filed
against it in any proceeding of this nature or seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator for itself or of all or any substantial part of its properties. 
  

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 (b) To the full extent permitted by law, and on sixty (60) days’ prior written
notice to the Limited Owners, of their right to vote thereon, if the transaction is other than with an Affiliated entity, nothing in this Trust Agreement shall be deemed to prevent the merger of the Managing Owner with another corporation or other
entity, the reorganization of the Managing Owner into or with any other corporation or other entity, the transfer of all the capital stock of the Managing Owner or the assumption of the rights, duties and liabilities of the Managing Owner by, in the
case of a merger, reorganization or consolidation, the surviving corporation or other entity by operation of law or the transfer of the Managing Owner’s Units to an Affiliate of the Managing Owner. Without limiting the foregoing, none of the
transactions referenced in the preceding sentence shall be deemed to be a voluntary withdrawal for purposes of Section 4.11 or an Event of Withdrawal or assignment of Units for purposes of Sections 5.2(a) or 5.2(c). 
  
 (c) Upon assignment of all of its Units, the Managing Owner
shall not cease to be a Managing Owner of the Trust, or to have the power to exercise any rights or powers as a Managing Owner, or to have liability for the obligations of the Trust under Section 1.7 hereof, until an additional Managing Owner, who
shall carry on the business of the Trust, has been admitted to the Trust. 
  
 SECTION 5.3. Transfer of Limited Units. Beneficial Owners that are not DTC Participants may transfer Limited Units by instructing the DTC Participant or Indirect Participant holding the Limited Units for such
Beneficial Owner in accordance with standard securities industry practice. Beneficial Owners that are DTC Participants may transfer Limited Units by instructing the Depository in accordance with the rules of the Depository and standard securities
industry practice. 
  
 ARTICLE VI 
  
 DISTRIBUTIONS 
  
 SECTION 6.1. Distributions of Cash Received from the Master Fund Other
than Redemption Proceeds. In the event the Trust receives any distributions of cash from the Master Fund other than from the Trust’s redemption of interests in the Master Fund, the Managing Owner shall cause the Trust to distribute such
amounts to the Unitholders in accordance with their interests therein as promptly as practicable. Any such distributions shall be made in a manner that is in compliance with the Federal income tax rules applicable to grantor trusts and Treasury
Regulation 301.7701-4(c). Any temporary investment of such cash receipts prior to their distribution shall be made in short-term debt instruments in compliance with the requirements of Treasury Regulation § 301.7701-4(c) as interpreted by the
IRS so as to ensure that the Trust maintains its status as a fixed investment trust within the meaning of such Regulation. 
  
 SECTION 6.2. Liability for State and Local and Other Taxes. In the event that the Trust shall be separately subject to taxation by any state or
local or by any foreign taxing authority, the Trust shall be obligated to pay such taxes to such jurisdiction. In the event that the Trust shall be required to make payments to any Federal, state or local or any foreign taxing authority in respect
of any Unitholder’s allocable share of income, the amount of such taxes shall be considered a loan by the Trust to such Unitholder, and such Unitholder shall be liable for, and shall pay to the Trust, any taxes so required to be withheld and
paid over by the Trust within ten (10) days after the Managing Owner’s request therefor. Such Unitholder shall also be liable for (and the Managing Owner shall be entitled to redeem additional Units of the foreign Unitholder as necessary to
satisfy) interest on the amount of taxes paid over by the Trust to the IRS or other taxing authority, from the date of the Managing Owner’s request for payment to the date of payment or the redemption, as the case may be, at the rate of two
percent (2%) over the prime rate charged from time to time by Citibank, N.A. The amount, if any, payable by the Trust to the Unitholder in respect of its Units so redeemed, or in respect of any other actual distribution by the Trust to such
Unitholder, shall be reduced by any obligations owed to the Trust by the Unitholder, including, without limitation, the amount of any taxes required to be paid over by the Trust to the IRS or other taxing authority and interest thereon as aforesaid.
Amounts, if any, deducted by the Trust from any actual distribution or redemption payment to such Unitholder shall be treated as an actual distribution to such Unitholder for all purposes of this Trust Agreement. 
  

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 ARTICLE VII 
  
 REDEMPTIONS 
  
 SECTION 7.1. Redemption of Redemption Baskets. The following procedures, as supplemented by the more detailed procedures specified in the
attachment to the Participant Agreement, which may be amended from time to time in accordance with the provisions of the Participant Agreement (and any such amendment will not constitute an amendment of this Trust Agreement), will govern the Trust
with respect to the redemption of Redemption Baskets. 
  
 (a) On any Business Day, a Participant with respect to which a Participant Agreement is in full force and effect (as reflected on the list maintained by the Managing Owner pursuant to Section 3.3(a)(i)) may redeem one or more Redemption
Baskets standing to the credit of the Participant on the records of the Depository by delivering a request for redemption to the Managing Owner (such request, a “Redemption Order”) in the manner specified in the procedures specified in the
attachment to the Participant Agreement, as amended from time to time in accordance with the provisions of the Participant Agreement (and any such amendment will not constitute an amendment of this Agreement). 
  
 (b) To be effective, a Redemption Order must be submitted on
a Business Day by the Order Cut-Off Time in form satisfactory to the Managing Owner (the Business Day on which the Redemption Order is so submitted, the “Redemption Order Date”). The Managing Owner shall reject any Redemption Order the
fulfillment of which its counsel advises may be illegal under applicable laws and regulations, and the Managing Owner shall have no liability to any person for rejecting a Redemption Order in such circumstances. 
  
 (c) Subject to deduction of any tax or other governmental
charges due thereon, the redemption distribution (“Redemption Distribution”) shall consist of cash in an amount equal to the product obtained by multiplying (i) the number of Redemption Baskets set forth in the relevant Redemption Order by
(ii) the Net Asset Value Per Basket as of the closing time of the Exchange or the last to close of the exchanges on which any of the Index Commodities is traded, whichever is later, on the Redemption Order Date. 
  
 (d) By noon, New York time, on the Business Day immediately
following the Redemption Order Date (the “Redemption Settlement Time”), if the Managing Owner’s account at the Depository has by Noon, New York time, on such day been credited with the Redemption Baskets being tendered for redemption
and the Managing Owner has by such time received the Transaction Fee, the Managing Owner shall deliver the Redemption Distribution through the Depository to the account of the Participant as recorded on the book entry system of the Depository. If by
such Redemption Settlement Time the Managing Owner has not received from a redeeming Participant all Redemption Baskets comprising the Redemption Order, the Managing Owner will (i) settle the Redemption Order to the extent of whole Redemption
Baskets received from the Participant and (ii) keep the redeeming Participant’s Redemption Order open until Noon, New York time, on the first Business Day following the Redemption Settlement Date as to the balance of the Redemption Order (such
balance, the “Suspended Redemption Order”). If the Redemption Basket(s) comprising the Suspended Redemption Order are credited to the Managing Owner’s account at the Depository by Noon, New York time, on such following Business Day,
the Redemption Distribution with respect to the Suspended Redemption Order shall be paid in the manner provided in the second preceding sentence. If by such Redemption Settlement Time the Managing Owner has not received from the redeeming
Participant all Redemption Baskets comprising the Suspended Redemption Order, the Managing Owner will settle the Suspended Redemption Order to the extent of whole Redemption Baskets then received and any balance of the Suspended Redemption will be
cancelled. Notwithstanding the foregoing, when and under such conditions as the Managing Owner may from time to time determine, the Managing Owner shall be authorized to deliver the Redemption Distribution notwithstanding that a Redemption Basket
has not been credited to the Trust’s account at the Depository if the Participant has collateralized its obligation to deliver the Redemption Basket on such terms as the Managing Owner may, in its sole discretion, from time to time agree.

  

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 (e) The Managing Owner may, in its discretion, suspend the right of redemption, or
postpone the Redemption Settlement Date, (i) for any period during which the Exchange is closed other than customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result
of which delivery, disposal or evaluation of the Trust’s assets is not reasonably practicable; or (iii) for such other period as the Managing Owner determines to be necessary for the protection of Beneficial Owners. The Managing Owner is not
liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. 
  
 (f) Redemption Baskets effectively redeemed pursuant to the provisions of this Section 7.1 shall be cancelled by the Trust in accordance
with the Depository’s procedures. 
  
 (g)
Baskets may not be redeemed during the Initial Offering Period. 
  
 SECTION 7.2. Other Redemption Procedures. The Managing Owner from time to time may, but shall have no obligation to, establish procedures with respect to redemption of Limited Units in lot sizes smaller than the Redemption Basket and
permitting the Redemption Distribution to be in a form, and delivered in a manner, other than that specified in Section 7.1. 
  
 ARTICLE VIII 
  
 THE LIMITED OWNERS 
  
 SECTION 8.1. No Management or Control; Limited Liability; Exercise of Rights through DTC. The Limited Owners shall not participate in the management or control of the Trust’s business nor shall they
transact any business for the Trust or have the power to sign for or bind the Trust, said power being vested solely and exclusively in the Managing Owner. Except as provided in Section 8.3 hereof, no Limited Owner shall be bound by, or be personally
liable for, the expenses, liabilities or obligations of the Trust in excess of his Capital Contribution plus his share of any Trust Estate in which such Limited Owner owns a Unit and profits remaining, if any. Except as provided in Section 8.3
hereof, each Limited Unit owned by a Limited Owner shall be fully paid and no assessment shall be made against any Limited Owner. No salary shall be paid to any Limited Owner in his capacity as a Limited Owner, nor shall any Limited Owner have a
drawing account or earn interest on his contribution. By the purchase and acceptance or other lawful delivery and acceptance of Limited Units, each Beneficial Owner shall be deemed to be a Limited Owner and beneficiary of the Trust and vested with
beneficial undivided interest in the Trust to the extent of the Limited Units owned beneficially by such Beneficial Owner, subject to the terms and conditions of this Trust Agreement. The rights of Beneficial Owners under this Trust Agreement must
be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of the Depository, as provided in Section 3.4. 
  
 SECTION 8.2. Rights and Duties. The Limited Owners shall have the following rights, powers, privileges, duties and liabilities: 
  
 (a) The Limited Owners shall have the right to obtain from
the Managing Owner information of all things affecting the Trust, provided that such is for a purpose reasonably related to the Limited Owner’s interest as a beneficial owner of the Trust, including, without limitation, such reports as are set
forth in Article IX and the list of Participants contemplated by Section 3.3(a)(i). In the event that the Managing Owner neglects or refuses to produce or mail to a Limited Owner a copy of the list of Participants contemplated by Section 3.3(a)(i),
the Managing Owner shall be liable to such Limited Owner for the costs, including reasonable attorney’s fees, incurred by such Limited Owner to compel the production of such information, and for any actual damages suffered by such Limited Owner
as a result of such refusal or neglect; provided, however, it shall be a defense of the Managing Owner that the actual purpose of the Limited Owner’s request for such information was not reasonably related to the Limited Owner’s interest
as a beneficial owner in the Trust (e.g., to secure such information in order to sell it, or to use the same for a commercial purpose unrelated to the participation of such Limited Owner in the Trust). The foregoing rights are in addition to, and do
not limit, other remedies available to Limited Owners under U.S. federal or state law. 
  

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 (b) The Limited Owners shall receive the share of the distributions provided for in this
Trust Agreement in the manner and at the times provided for in this Trust Agreement. 
  
 (c) Except for the Limited Owners’ redemption rights set forth in Article VII hereof, Limited Owners shall have the right to demand
the return of their capital account only upon the dissolution and winding up of the Trust and only to the extent of funds available therefor. In no event shall a Limited Owner be entitled to demand or receive property other than cash. No Limited
Owner shall have priority over any other Limited Owner either as to the return of capital or as to profits, losses or distributions. No Limited Owner shall have the right to bring an action for partition against the Trust. 
  
 (d) Limited Owners holding Units representing at least a
majority (over 50%) in Net Asset Value (not including Units held by the Managing Owner and its Affiliates) may vote to (i) continue the Trust as provided in Section 13.1(a), (ii) remove the Managing Owner on reasonable prior written notice to the
Managing Owner, (iii) elect and appoint one or more additional Managing Owners, or consent to such matters as are set forth in Section 5.2(b), (iv) approve a material change in the trading policies, as set forth in the Prospectus, which change shall
not be effective without the prior written approval of such majority, (v) approve the termination of any agreement entered into between the Trust and the Managing Owner or any Affiliate of the Managing Owner for any reason, without penalty, (vi)
approve amendments to this Trust Agreement as set forth in Section 11.1 hereof, and (vii) terminate the Trust as provided in Section 13.1(e), and in the case of (iii), (iv) and (v) in each instance on 60 days’ prior written notice. 

 
 Except as set forth above, the Limited Owners shall have no voting or
other rights with respect to the Trust. 
  
 SECTION 8.3.
Limitation on Liability. 
  
 (a) Except as
provided in Sections 4.7(f), and 6.2 hereof, and as otherwise provided under Delaware law, the Limited Owners shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under
the general corporation law of Delaware and no Limited Owner shall be liable for claims against, or debts of the Trust in excess of his Capital Contribution and his share of the applicable Trust Estate and undistributed profits. In addition, and
subject to the exceptions set forth in the immediately preceding sentence, the Trust shall not make a claim against a Limited Owner with respect to amounts distributed to such Limited Owner or amounts received by such Limited Owner upon redemption
unless, under Delaware law, such Limited Owner is liable to repay such amount. 
  
 (b) The Trust shall indemnify to the full extent permitted by law and the other provisions of this Agreement, and to the extent of the
applicable Trust Estate, each Limited Owner (excluding the Managing Owner to the extent of its ownership of any Limited Units) against any claims of liability asserted against such Limited Owner solely because he is a beneficial owner of one or more
Units as a Limited Owner (other than for taxes for which such Limited Owner is liable under Section 6.2 hereof). 
  
 (c) Every written note, bond, contract, instrument, certificate or undertaking made or issued by the Managing Owner shall give notice to
the effect that the same was executed or made by or on behalf of the Trust and that the obligations of such instrument are not binding upon the Limited Owners individually but are binding only upon the assets and property of the Trust, and no resort
shall be had to the Limited Owners’ personal property for satisfaction of any obligation or claim thereunder, and appropriate references may be made to this Trust Agreement and may contain any further recital which the Managing Owner deems
appropriate, but the omission thereof shall not operate to bind the Limited Owners individually or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking. Nothing contained in this Section 8.3 shall diminish the
limitation on the liability of the Trust to the extent set forth in Section 3.7 and 3.8 hereof. 
  

 24 








 ARTICLE IX 
  
 BOOKS OF ACCOUNT AND REPORTS 
  

SECTION 9.1. Books of Account. Proper books of account for the Trust shall be kept and shall be audited annually by an independent certified
public accounting firm selected by the Managing Owner in its sole discretion, and there shall be entered therein all transactions, matters and things relating to the Trust’s business as are required by the CE Act and regulations promulgated
thereunder, and all other applicable rules and regulations, and as are usually entered into books of account kept by Persons engaged in a business of like character. The books of account shall be kept at the principal office of the Trust and each
Limited Owner (or any duly constituted designee of a Limited Owner) shall have, at all times during normal business hours, free access to and the right to inspect and copy the same for any purpose reasonably related to the Limited Owner’s
interest as a beneficial owner of the Trust, including such access as is required under CFTC rules and regulations. Such books of account shall be kept, and the Trust shall report its Profits and Losses on, the accrual method of accounting for
financial accounting purposes on a Fiscal Year basis as described in Article X. 
  
 SECTION 9.2. Annual Reports and Monthly Statements. Each Limited Owner shall be furnished as of the end of each month and as of the end of each Fiscal Year with (a) such reports (in such detail) as are required
to be given to Limited Owners by the CFTC and the NFA, (b) any other reports (in such detail) required to be given to Limited Owners by any other governmental authority which has jurisdiction over the activities of the Trust and (c) any other
reports or information which the Managing Owner, in its discretion, determines to be necessary or appropriate. 
  
 SECTION 9.3. Tax Information. Appropriate tax information (adequate to enable each Limited Owner to complete and file his U.S. federal tax return)
shall be delivered to each Limited Owner as soon as practicable following the end of each Fiscal Year but generally no later than March 15. 
  
 SECTION 9.4. Calculation of Net Asset Value. Net Asset Value shall be calculated at such times as the Managing Owner shall determine from time to
time. 
  
 SECTION 9.5. Maintenance of Records. The Managing
Owner shall maintain: (a) for a period of at least six Fiscal Years all books of account required by Section 9.1 hereof; a list of the names and last known address of, and number of Units owned by, all Unitholders, a copy of the Certificate of Trust
and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; copies of the Trust’s Federal, state and local income tax returns and reports, if any; and a
record of the information obtained to indicate that a Limited Owner meets the investor suitability standards set forth in the Prospectus, and (b) for a period of at least six Fiscal Years copies of any effective written trust agreements,
subscription agreements and any financial statements of the Trust. The Managing Owner may keep and maintain the books and records of the Trust in paper, magnetic, electronic or other format at the Managing Owner may determine in its sole discretion,
provided the Managing Owner uses reasonable care to prevent the loss or destruction of such records. 
  
 SECTION 9.6. Certificate of Trust. Except as otherwise provided in the Delaware Trust Statute or this Trust Agreement, the Managing Owner shall not
be required to mail a copy of any Certificate of Trust filed with the Secretary of State of the State of Delaware to each Limited Owner; however, such certificates shall be maintained at the principal office of the Trust and shall be available for
inspection and copying by the Limited Owners in accordance with this Trust Agreement. 
  
 ARTICLE X 
  
 FISCAL
YEAR 
  
 SECTION 10.1. Fiscal Year. The Fiscal Year
shall begin on the 1st day of January and end on the 31st day of December of each year. The first Fiscal Year of the
Trust shall commence on the date of filing of the Certificate of Trust and end on the 31st day of December 2005. The
Fiscal Year in which the Trust shall terminate shall end on the date of termination. 
  

 25 








 ARTICLE XI 
  
 AMENDMENT OF TRUST AGREEMENT; MEETINGS 
  
 SECTION 11.1. Amendments to the Trust Agreement. 
  
 (a) Amendments to this Trust Agreement may be proposed by the Managing Owner or by Limited Owners holding
Units equal to at least 10% of the Net Asset Value of the Trust. Following such proposal, the Managing Owner shall submit to the Limited Owners a verbatim statement of any proposed amendment, and statements concerning the legality of such amendment
and the effect of such amendment on the limited liability of the Limited Owners. The Managing Owner shall include in any such submission its recommendations as to the proposed amendment. The amendment shall become effective only upon the written
approval or affirmative vote of Limited Owners holding Units (excluding Units held by the Managing Owner and its Affiliates) equal to at least a majority (over 50%) of the Net Asset Value (excluding Units held by the Managing Owner and its
Affiliates) of the Trust or such higher percentage as may be required by applicable law, and upon receipt of an opinion of independent legal counsel to the effect that the amendment is legal, valid and binding and will not adversely affect the
limitations on liability of the Limited Owners as described in Section 8.3 of this Trust Agreement. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or
affirmative vote of Limited Owners holding a greater interest in Limited Units than is required to amend this Trust Agreement under this Section 11.1, and/or the approval or affirmative vote of the Managing Owners, an amendment to such provision(s)
shall be effective only upon the written approval or affirmative vote of the minimum number of Unitholders which would be required to take or authorize such action, or as may otherwise be required by applicable law, and upon receipt of an opinion of
independent legal counsel as set forth above in this Section 11.1. In addition, except as otherwise provided below, reduction of the capital account of any assignee or modification of the percentage of Profits, Losses or distributions to which an
assignee is entitled hereunder shall not be affected by amendment to this Trust Agreement without such assignee’s approval. 
  
 (b) Notwithstanding any provision to the contrary contained in Section 11.1(a) hereof, the Managing Owner may, without the approval of the
Limited Owners, make such amendments to this Trust Agreement which (i) are necessary to add to the representations, duties or obligations of the Managing Owner or surrender any right or power granted to the Managing Owner herein, for the benefit of
the Limited Owners, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in the Prospectus, or to make any other provisions with respect to matters or
questions arising under this Trust Agreement or the Prospectus which will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, or (iii) the Managing Owner deems advisable, provided, however, that no amendment shall be
adopted pursuant to this clause (iii) unless the adoption thereof (A) is not adverse to the interests of the Limited Owners; (B) is consistent with Section 4.1 hereof; (C) except as otherwise provided in Section 11.1(c) below, does not affect the
allocation of Profits and Losses among the Limited Owners or between the Limited Owners and the Managing Owner; and (D) does not adversely affect the limitations on liability of the Limited Owners, as described in Article VIII hereof or the status
of the Trust as a grantor trust for U.S. federal income tax purposes. Amendments to this document which adversely affect (i) the rights of Limited Owners, (ii) the appointment of a new Managing Owner pursuant to Section 4.2(g) above, (iii) the
dissolution of the Trust pursuant to Section 13.1(f) below and (iv) any material changes in the Trust’s basic investment policies or structure shall occur only upon the written approval or affirmative vote of Limited Owners holding Units equal
to at least a majority (over 50%) of the Net Asset Value (excluding Units held by the Managing Owner and its Affiliates) pursuant to Section 11.1(a) above. 
  
 (c) Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b) hereof, the Managing Owner may, without the
approval of the Limited Owners, amend the provisions of this Trust Agreement if the Trust is advised at any time by the Trust’s accountants or legal counsel that the amendments made are necessary to ensure that the Trust’s status as a
grantor trust will be respected for U.S. federal income tax purposes. 
  

 26 








 (d) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be
amended, if required by the Delaware Trust Statute, to reflect such change. 
  
 (e) No amendment shall be made to this Trust Agreement without the consent of the Trustee if it reasonably believes that such amendment adversely affects any of the rights, duties or liabilities of the Trustee;
provided, however, that the Trustee may not withhold its consent for any action which the Limited Owners are permitted to take under Section 8.2(d) above. At the expense of the Managing Owner, the Trustee shall execute and file any amendment to the
Certificate of Trust if so directed by the Managing Owner or if such amendment is required in the opinion of the Trustee. 
  
 (f) The Trustee shall be under no obligation to execute any amendment to the Trust Agreement or to any agreement to which the Trust is a
party until it has received an instruction letter from the Managing Owner, in form and substance reasonably satisfactory to the Trustee (i) directing the Trustee to execute such amendment, (ii) representing and warranting to the Trustee that such
execution is authorized and permitted by the terms of the Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii)
confirming that such execution and acts related thereto are covered by the indemnity provisions of the Trust Agreement in favor of the Trustee. 
  
 (g) No provision of this Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in
accordance with this Section. 
  
 SECTION 11.2. Meetings of the
Trust. Meetings of the Unitholders may be called by the Managing Owner and will be called by it upon the written request of Limited Owners holding Units equal to at least 10% of the Net Asset Value of the Trust. Such call for a meeting shall be
deemed to have been made upon the receipt by the Managing Owner of a written request from the requisite percentage of Limited Owners. The Managing Owner shall deposit in the United States mails, within 15 days after receipt of said request, written
notice to all Unitholders thereof of the meeting and the purpose of the meeting, which shall be held on a date, not less than 30 nor more than 60 days after the date of mailing of said notice, at a reasonable time and place. Any notice of meeting
shall be accompanied by a description of the action to be taken at the meeting and an opinion of independent counsel as to the effect of such proposed action on the liability of Limited Owners for the debts of the Trust. Unitholders may vote in
person or by proxy at any such meeting. 
  
 SECTION 11.3.
Action Without a Meeting. Any action required or permitted to be taken by Unitholders by vote may be taken without a meeting by written consent setting forth the actions so taken. Such written consents shall be treated for all purposes as
votes at a meeting. If the vote or consent of any Unitholder to any action of the Trust or any Unitholder, as contemplated by this Agreement, is solicited by the Managing Owner, the solicitation shall be effected by notice to each Unitholder given
in the manner provided in Section 15.4. The vote or consent of each Unitholder so solicited shall be deemed conclusively to have been cast or granted as requested in the notice of solicitation, whether or not the notice of solicitation is actually
received by that Unitholder, unless the Unitholder expresses written objection to the vote or consent by notice given in the manner provided in Section 15.4 below and actually received by the Trust within 20 days after the notice of solicitation is
effected. The Managing Owner and all persons dealing with the Trust shall be entitled to act in reliance on any vote or consent which is deemed cast or granted pursuant to this Section and shall be fully indemnified by the Trust in so doing. Any
action taken or omitted in reliance on any such deemed vote or consent of one or more Unitholders shall not be void or voidable by reason of timely communication made by or on behalf of all or any of such Unitholders in any manner other than as
expressly provided in Section 15.4. 
  
 ARTICLE XII

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

 27 








 ARTICLE XIII 
  
 TERMINATION 
  
 SECTION 13.1. Events Requiring Dissolution of the Trust. The Trust shall dissolve at any time upon the happening of any of the following events:

  
 (a) The filing of a certificate of
dissolution or revocation of the Managing Owner’s charter (and the expiration of 90 days after the date of notice to the Managing Owner of revocation without a reinstatement of its charter) or upon the withdrawal, removal, adjudication or
admission of bankruptcy or insolvency of the Managing Owner (each of the foregoing events an “Event of Withdrawal”) unless at the time there is at least one remaining Managing Owner and that remaining Managing Owner carries on the business
of the Trust or (ii) within 90 days of such Event of Withdrawal all the remaining Unitholders agree in writing to continue the business of the Trust and to select, effective as of the date of such event, one or more successor Managing Owners. If the
Trust is terminated as the result of an Event of Withdrawal and a failure of all remaining Unitholders to continue the business of the Trust and to appoint a successor Managing Owner as provided in clause (a)(ii) above, within 120 days of such Event
of Withdrawal, Limited Owners holding Units representing at least a majority (over 50%) of the Net Asset Value (not including Units held by the Managing Owner and its Affiliates) may elect to continue the business of the Trust by forming a new
statutory trust (the “Reconstituted Trust”) on the same terms and provisions as set forth in this Trust Agreement (whereupon the parties hereto shall execute and deliver any documents or instruments as may be necessary to reform the
Trust). Any such election must also provide for the election of a Managing Owner to the Reconstituted Trust. If such an election is made, all Limited Owners of the Trust shall be bound thereby and continue as Limited Owners of the Reconstituted
Trust. 
  
 (b) The occurrence of any event which
would make unlawful the continued existence of the Trust. 
  
 (c) In the event of the suspension, revocation or termination of the Managing Owner’s registration as a commodity pool operator under the CE Act, or membership as a commodity pool operator with the NFA (if, in
either case, such registration is required under the CE Act or the rules promulgated thereunder) unless at the time there is at least one remaining Managing Owner whose registration or membership has not been suspended, revoked or terminated.

  
 (d) The Trust becomes insolvent or bankrupt.

  
 (e) The Limited Owners holding Units
representing at least a majority (over 50%) of the Net Asset Value (which excludes the Units of the Managing Owner) vote to dissolve the Trust, notice of which is sent to the Managing Owner not less than ninety (90) Business Days prior to the
effective date of termination. 
  
 (f) The
determination of the Managing Owner that the aggregate net assets of the Trust in relation to the operating expenses of the Trust make it unreasonable or imprudent to continue the business of the Trust, or, in the exercise of its reasonable
discretion, the determination by the Managing Owner to dissolve the Trust because the aggregate Net Asset Value of the Trust as of the close of business on any Business Day declines below $10 million. 
  
 (g) The Trust is required to be registered as an investment
company under the Investment Company Act of 1940. 
  
 (h) DTC is unable or unwilling to continue to perform its functions, and a comparable replacement is unavailable. 
  
 The death, legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Limited Owner (as long as such Limited Owner is not the sole
Limited Owner of the Trust) shall not result in the termination of the Trust, and such Limited Owner, his estate, custodian or personal representative shall have no right to withdraw or value such Limited Owner’s Units. Each Limited Owner (and
any assignee thereof) expressly agrees that in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative of his estate and any person interested therein to waive the furnishing of any inventory,
accounting or appraisal of the 

  

 28 








 
assets of the Trust and any right to an audit or examination of the books of the Trust, except for such rights as are set forth in Article IX hereof relating
to the Books of Account and reports of the Trust. 
  
 SECTION
13.2. Distributions on Dissolution. Upon the dissolution of the Trust, the Managing Owner (or in the event there is no Managing Owner, such person (the “Liquidating Trustee”) as the majority in interest of the Limited Owners may
propose and approve) shall take full charge of the Trust Estate. Any Liquidating Trustee so appointed shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the Managing
Owner under the terms of this Trust Agreement, subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, and provided that the Liquidating Trustee shall not have general liability for the acts,
omissions, obligations and expenses of the Trust. Thereafter, in accordance with Section 3808(e) of the Delaware Trust Statute, the business and affairs of the Trust shall be wound up and all assets shall be liquidated as promptly as is consistent
with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority: to the expenses of liquidation and termination and to creditors, including Unitholders who are creditors, to the
extent otherwise permitted by law, in satisfaction of liabilities of the Trust (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for distributions to Unitholders, and (b) to the Managing Owner and
each Limited Owner pro rata in accordance with his positive book capital account balance, less any amount owing by such Unitholder, after giving effect to all adjustments made pursuant to Article VI and all distributions theretofore made to the
Unitholders pursuant to Article VI. 
  
 SECTION 13.3.
Termination; Certificate of Cancellation. Following the dissolution and distribution of the assets of the Trust, the Trust shall terminate and Managing Owner or Liquidating Trustee, as the case may be, shall instruct the Trustee to execute
and cause such certificate of cancellation of the Certificate of Trust to be filed in accordance with the Delaware Trust Statute. Notwithstanding anything to the contrary contained in this Trust Agreement, the existence of the Trust as a separate
legal entity shall continue until the filing of such certificate of cancellation. 
  
 ARTICLE XIV 
  
 POWER OF
ATTORNEY 
  
 SECTION 14.1. Power of Attorney Executed
Concurrently. Concurrently with the written acceptance and adoption of the provisions of this Trust Agreement, each Limited Owner shall execute and deliver to the Managing Owner a Power of Attorney as part of the Subscription Agreement, or in
such other form as may be prescribed by the Managing Owner. Each Limited Owner, by its execution and delivery hereof, irrevocably constitutes and appoints the Managing Owner and its officers and directors, with full power of substitution, as the
true and lawful attorney-in-fact and agent for such Limited Owner with full power and authority to act in his name and on his behalf in the execution, acknowledgment, filing and publishing of Trust documents, including, but not limited to, the
following: 
  
 (a) Any certificates and other
instruments, including but not limited to, any applications for authority to do business and amendments thereto, which the Managing Owner deems appropriate to qualify or continue the Trust as a business or statutory trust in the jurisdictions in
which the Trust may conduct business, so long as such qualifications and continuations are in accordance with the terms of this Trust Agreement or any amendment hereto, or which may be required to be filed by the Trust or the Unitholders under the
laws of any jurisdiction; 
  
 (b) Any instrument
which may be required to be filed by the Trust under the laws of any state or by any governmental agency, or which the Managing Owner deems advisable to file; and 
  
 (c) This Trust Agreement and any documents which may be required to effect an amendment to this Trust
Agreement approved under the terms of the Trust Agreement, and the continuation of the Trust, the admission of the signer of the Power of Attorney as a Limited Owner or of others as additional or substituted Limited Owners, or the termination of the
Trust, provided such continuation, admission or termination is in accordance with the terms of this Trust Agreement. 
  

 29 








 SECTION 14.2. Effect of Power of Attorney. The Power of Attorney concurrently granted by each
Limited Owner to the Managing Owner: 
  
 (a) Is a
special, irrevocable Power of Attorney coupled with an interest, and shall survive and not be affected by the death, disability, dissolution, liquidation, termination or incapacity of the Limited Owner; 
  
 (b) May be exercised by the Managing Owner for each Limited
Owner by a facsimile signature of one of its officers or by a single signature of one of its officers acting as attorney-in-fact for all of them; and 
  
 (c) Shall survive the delivery of an assignment by a Limited Owner of the whole or any portion of his Limited Units; except that where the
assignee thereof has been approved by the Managing Owner for admission to the Trust as a substituted Limited Owner, the Power of Attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the Managing
Owner to execute, acknowledge and file any instrument necessary to effect such substitution. 
  
 Each Limited Owner agrees to be bound by any representations made by the Managing Owner and by any successor thereto, determined to be acting in good faith pursuant to such Power of Attorney and not constituting
negligence or misconduct. 
  
 SECTION 14.3. Limitation on Power
of Attorney. The Power of Attorney concurrently granted by each Limited Owner to the Managing Owner shall not authorize the Managing Owner to act on behalf of Limited Owners in any situation in which this Trust Agreement requires the approval of
Limited Owners unless such approval has been obtained as required by this Trust Agreement. In the event of any conflict between this Trust Agreement and any instruments filed by the Managing Owner or any new Managing Owner pursuant to this Power of
Attorney, this Trust Agreement shall control. 
  
 ARTICLE XV

  
 MISCELLANEOUS 
  
 SECTION 15.1. Governing Law. The validity and construction of this
Trust Agreement and all amendments hereto shall be governed by the laws of the State of Delaware, and the rights of all parties hereto and the effect of every provision hereof shall be subject to and construed according to the laws of the State of
Delaware without regard to the conflict of laws provisions thereof; provided, however, that causes of action for violations of U.S. federal or state securities laws shall not be governed by this Section 15.1, and provided, further, that the parties
hereto intend that the provisions hereof shall control over any contrary or limiting statutory or common law of the State of Delaware (other than the Delaware Trust Statute) and that, to the maximum extent permitted by applicable law, there shall
not be applicable to the Trust, the Trustee, the Managing Owner, the Unitholders or this Trust Agreement any provision of the laws (statutory or common) of the State of Delaware (other than the Delaware Trust Statute) pertaining to trusts which
relate to or regulate in a manner inconsistent with the terms hereof: (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees,
officers, agents, or employees of a trust, (c) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to trustees, officers,
agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling,
storage or other manner of holding of trust assets, or (g) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees or managers that are inconsistent with the limitations on liability or
authorities and powers of the Trustee or the Managing Owner set forth or referenced in this Trust Agreement. Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust. The Trust shall be of the type commonly called a “statutory
trust,” and without limiting the provisions hereof, the Trust may exercise all powers that are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges
afforded to statutory trusts and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions. 
  

 30 








 SECTION 15.2. Provisions In Conflict With Law or Regulations. 
  
 (a) The provisions of this Trust Agreement are severable,
and if the Managing Owner shall determine, with the advice of counsel, that any one or more of such provisions (the “Conflicting Provisions”) are in conflict with the Code, the Delaware Trust Statute or other applicable U.S. federal or
state laws, the Conflicting Provisions shall be deemed never to have constituted a part of this Trust Agreement, even without any amendment of this Trust Agreement pursuant to this Trust Agreement; provided, however, that such determination by the
Managing Owner shall not affect or impair any of the remaining provisions of this Trust Agreement or render invalid or improper any action taken or omitted prior to such determination. No Managing Owner or Trustee shall be liable for making or
failing to make such a determination. 
  
 (b) If
any provision of this Trust Agreement shall be held invalid or unenforceable in any jurisdiction, such holding shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this
Trust Agreement in any jurisdiction. 
  
 SECTION 15.3.
Construction. In this Trust Agreement, unless the context otherwise requires, words used in the singular or in the plural include both the plural and singular and words denoting any gender include all genders. The title and headings of
different parts are inserted for convenience and shall not affect the meaning, construction or effect of this Trust Agreement. 
  
 SECTION 15.4. Notices. All notices or communications under this Trust Agreement (other than requests for redemption of Units, notices of
assignment, transfer, pledge or encumbrance of Units, and reports and notices by the Managing Owner to the Limited Owners) shall be in writing and shall be effective upon personal delivery, or if sent by mail, postage prepaid, or if sent
electronically, by facsimile or by overnight courier; and addressed, in each such case, to the address set forth in the books and records of the Trust or such other address as may be specified in writing, of the party to whom such notice is to be
given, upon the deposit of such notice in the United States mail, upon transmission and electronic confirmation thereof or upon deposit with a representative of an overnight courier, as the case may be. Requests for redemption, notices of
assignment, transfer, pledge or encumbrance of Units shall be effective upon timely receipt by the Managing Owner in writing. 
  
 SECTION 15.5. Counterparts. This Trust Agreement may be executed in several counterparts, and all so executed shall constitute one agreement,
binding on all of the parties hereto, notwithstanding that all the parties are not signatory to the original or the same counterpart. 
  
 SECTION 15.6. Binding Nature of Trust Agreement. The terms and provisions of this Trust Agreement shall be binding upon and inure to the benefit of
the heirs, custodians, executors, estates, administrators, personal representatives, successors and permitted assigns of the respective Unitholders. For purposes of determining the rights of any Unitholder or assignee hereunder, the Trust and the
Managing Owner may rely upon the Trust records as to who are Unitholders and permitted assignees, and all Unitholders and assignees agree that the Trust and the Managing Owner, in determining such rights, shall rely on such records and that Limited
Owners and assignees shall be bound by such determination. 
  
 SECTION 15.7. No Legal Title to Trust Estate. Subject to the provisions of Section 1.8 in the case of the Managing Owner, the Unitholders shall not have legal title to any part of the Trust Estate. 
  
 SECTION 15.8. Creditors. No creditors of any Unitholders shall have
any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to the Trust Estate. 
  
 SECTION 15.9. Integration. This Trust Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof
and supersedes all prior agreements and understandings pertaining thereto. 
  
 SECTION 15.10. Goodwill; Use of Name. No value shall be placed on the name or goodwill of the Trust, which shall belong exclusively to DB Commodity Services LLC. 
  

 31 








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

			
	WILMINGTON TRUST COMPANY,
as Trustee
		
	 By: 
	 	 /s/                                      
      


	Name:	 	 
	Title:	 	 
	
	DB COMMODITY SERVICES LLC, as
Managing Owner
		
	 By: 
	 	 /s/                                      
      


	Name:	 	 
	Title:	 	 
	
	All Limited Owners now and hereafter admitted as Limited Owners of the Trust and reflected in the records maintained by the Depository, the DTC Participants or the Indirect
Participants, as the case may be, as Limited Owners from time to time, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to, the Managing Owner by each of the Limited Owners
		
	 By:
	 	DB COMMODITY SERVICES LLC, as
attorney-in-fact
		
	 By: 
	 	 /s/                                      
          


	Name:	 	 
	Title:	 	 


  

 32 








 EXHIBIT A 
  

CERTIFICATE OF TRUST 
 OF

 DB COMMODITY INDEX TRACKING FUND 
  
 THIS Certificate of Trust of DB Commodity Index Tracking Fund (the “Trust”) is being duly executed and filed on
behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”). 
  
 1. Name. The name of the statutory trust formed by this Certificate of Trust is DB Commodity Index Tracking Fund.

  
 2. Delaware Trustee. The name and business address of
the trustee of the Trust in the State of Delaware are Wilmington Trust Company, 1100 North Market Street, Wilmington, DE 19890. 
  
 3. Effective Date. This Certificate of Trust shall be effective upon filing. 
  
 IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the
Act. 
  

			
	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of the Trust
		
	 By:
	 	 /s/    JANEL R. HAVRILLA


	Name:	 	Janel R. Havrilla
	Title:	 	Financial Services Officer


  

 33 








 EXHIBIT B 
  

[FORM OF GLOBAL CERTIFICATE] 
  
 CERTIFICATE OF BENEFICIAL INTEREST 
 -Evidencing- 
 All Limited Units 
 -in- 
  
 DB COMMODITY
INDEX TRACKING FUND 
  
 UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 This is to certify that CEDE & CO. is the owner and registered holder of this Certificate evidencing the ownership of all issued and outstanding
Limited Units (“Units”), each of which represents a fractional undivided unit of beneficial interest in DB Commodity Index tracking Fund (the “Trust”), a Delaware statutory trust formed under the Delaware Statutory Trust Act (12
Del. C. § 3801 et seq.) pursuant to a Certificate of Trust, dated as of and filed in the offices of the Secretary of State of the State of Delaware on May 23, 2005, and an Amended and Restated Declaration of Trust and Trust Agreement,
dated as of                      , 2005, by and among DB Commodity Services LLC, a Delaware limited liability company, as managing owner, Wilmington
Trust Company, a Delaware banking company, as trustee, and the unitholders from time to time thereunder (hereinafter called the “Trust Agreement”), copies of which are available at the principal offices of the Trust. 
  
 At any given time this Certificate shall represent all limited units of
beneficial interest in the Trust, which shall be the total number of Units that are outstanding at such time. The Trust Agreement provides for the deposit of cash with the Trust from time to time and the issuance by the Trust of additional Creation
Baskets representing the undivided units of beneficial interest in the assets of the Trust. At the request of the registered holder this Certificate may be exchanged for one or more Certificates issued to the registered holder in such denominations
as the registered holder may request, provided, however, that, in the aggregate, the Certificates issued to the registered holder hereof shall represent all Units outstanding at any given time. 
  
 Each Authorized Participant hereby grants and conveys all of its rights,
title and interest in and to the Trust to the extent of the undivided interest represented hereby to the registered holder of this Certificate subject to and in pursuance of the Trust Agreement, all the terms, conditions and covenants of which are
incorporated herein as if fully set forth at length. 
  
 The
registered holder of this Certificate is entitled at any time upon tender of this Certificate to the Trust, endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form, at its principal office in the
[State of New York] and, upon payment of any tax or other governmental charges, to receive at the time and in the manner provided in the Trust Agreement, such holder’s ratable portion of the assets of the Trust for each Redemption Basket
tendered and evidenced by this Certificate. 
  
 The holder of this
Certificate, by virtue of the purchase and acceptance hereof, assents to and shall be bound by the terms of the Trust Agreement, copies of which are on file and available for inspection at reasonable times during business hours at the principal
office of the Trust, to which reference is made for all the terms, conditions and covenants thereof. 
  

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 The Trust may deem and treat the person in whose name this Certificate is registered upon the books of
the Trust as the owner hereof for all purposes and the Trust shall not be affected by any notice to the contrary. 
  
 The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof, by the Managing Owner with the consent of the Beneficial
Owners holding Units (excluding Units held by the Managing Owner and its Affiliates) equal to at least a majority (over 50%) of the net asset value of the Trust or such higher percentage as may be required by applicable law, and upon receipt of an
opinion of independent legal counsel to the effect that the amendment is legal, valid and binding and will not adversely affect the limitations on liability of the Beneficial Owners; provided, however that the Managing Owner may, without the
approval of the Beneficial Owners, make such amendments to the Trust Agreement which (i) are necessary to add to the representations, duties or obligations of the Managing Owner or surrender any right or power granted to the Managing Owner in the
Trust Agreement, for the benefit of the Beneficial Owners, (ii) are necessary to cure any ambiguity, to correct or supplement any provision in the Trust Agreement which may be inconsistent with any other provision in the Trust Agreement or in the
Prospectus, or to make any other provisions with respect to matters or questions arising under the Trust Agreement or the Prospectus which will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, or (iii) the Managing
Owner deems advisable, provided, however, that no amendment shall be adopted pursuant to clause (iii) unless the adoption thereof (A) is not adverse to the interests of the Beneficial Owners; (B) is consistent with Managing Owner’s control of
and power to conduct the business of the Trust; (C) with certain exceptions, does not affect the allocation of Profits and Losses among the Beneficial Owners or between the Beneficial Owners and the Managing Owner; and (D) does not adversely affect
the limitations on liability of the Beneficial Owners or the status of the Trust as a grantor trust for U.S. federal income tax purposes. Any such consent or waiver by the holder of Units shall be conclusive and binding upon such holder of Units and
upon all future holders of Units, and shall be binding upon any Units, whether evidenced by a Certificate or held in uncertificated form, issued upon the registration or transfer hereof whether or not notation of such consent or waiver is made upon
this Certificate and whether or not the Units evidenced hereby are at such time in uncertificated form. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of any holders of Units. 
  
 The Trust Agreement, and this Certificate, is executed and delivered by DB
Commodity Services LLC, as managing owner, in the exercise of the powers and authority conferred and vested in it by the Trust Agreement. The representations, undertakings and agreements made on the part of the Trust in the Trust Agreement or this
Certificate are made and intended not as personal representations, undertakings and agreements by DB Commodity Services LLC but are made and intended for the purpose of binding only the Trust. Nothing in the Agreement or this Certificate shall be
construed as creating any liability on DB Commodity Services LLC, individually or personally, to fulfill any representation, undertaking or agreement other than as provided in the Trust Agreement or this Certificate. 
  
 This Certificate shall not become valid or binding for any purpose until
properly executed by the Managing Owner pursuant to the Trust Agreement. 
  
 Terms not defined herein have the same meaning as in the Trust Agreement. 
  
 IN WITNESS WHEREOF, DB Commodity Services LLC, as Managing Owner, has caused this Certificate to be executed in its name by the manual or facsimile
signature of one of its Authorized Officers. 
  

			
	 DB Commodity Services LLC,
 as managing owner

		
	 By:
	 	

	 	 	Authorized Officer
	
	 Date:                     ,
2005



  

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 EXHIBIT C 
  

FORM OF PARTICIPANT AGREEMENT 
  
  

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