Exhibit 10.1

 

AUTHORIZED PARTICIPANT AGREEMENT


 


This Participant
Agreement (the “Agreement”), dated as of December ___, 2014, is entered into by and among ___________________
(the “Authorized Participant”), ETF Managers Group Commodity Trust I, a Delaware statutory trust (the “Trust”)
organized into separate series as set forth on Schedule A attached hereto (each a “Fund” and collectively,
the “Funds”), and ETF Managers Capital LLC, a Delaware limited liability company, as managing owner of the Trust
(the “Managing Owner”).

 

SUMMARY


 


As provided
in the Trust Agreement of the Trust (the “Trust Agreement,”) as currently in effect and described in the
Prospectus (defined below), units of fractional undivided beneficial interest in and ownership of each Fund
(the “Shares”) may be created or redeemed in aggregations of twenty-five thousand (25,000) Shares
(each aggregation, a “Basket”). Baskets are offered only pursuant to the registration statement of the
Trust on Form S-1, as amended (Registration No.: 333-199190) as declared effective by the Securities and Exchange
Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor
registration statement in respect of Shares of the Trust (the “Registration Statement,”) together with the
prospectus of the Trust in the form filed with the SEC under Rule 424(b) under the Securities Act of 1933, as amended
(the “1933 Act”), after the effectiveness of the Registration Statement
(the “Prospectus”), and as supplemented from time to time. Under the Trust Agreement, the Managing Owner
is authorized to issue Baskets to, and redeem Baskets from, Authorized Participants, through the facilities of
The Depository Trust Company (“DTC” or the “Depository”), or a successor depository,
and in exchange for cash. This Agreement sets forth the specific procedures by which an Authorized Participant may
create or redeem Baskets.


 


Capitalized terms
used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the applicable Trust Agreement.
To the extent there is a conflict between any provision of this Agreement and the provisions of a Trust Agreement, the provisions
of the applicable Trust Agreement shall control. To the extent there is a conflict between any provision of this Agreement and
the provisions of the Prospectus, the Prospectus shall control.


 


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


 


Section 1. Order Placement. To
place orders to create or redeem one or more Baskets, Authorized Participants must follow the procedures for creation and
redemption referred to in Section 3 of this Agreement and the procedures described in the Authorized Participant Handbook
(the “AP Handbook”), as each may be amended, modified or supplemented from time to time. The procedures in
Section 3 of this Agreement and the procedures in the AP Handbook are collectively referred to as the “Procedures.” The
Managing Owner has delegated certain of its obligations hereunder to the Trust’s distributor, currently
Esposito Securities, LLC (the “Distributor”). The Distributor shall receive Creation/Redemption Order
Forms (as hereinafter defined) on behalf of the Trust. The




    	 



    	



    
Distributor shall also review each Creation/Redemption
Order Form for completeness, accuracy and compliance with Sections 3 and 16, and the Procedures and shall have the authorization
to accept or reject such Creation/Redemption Order Forms as provided herein. Further, the Distributor shall make all deliveries
provided for in Section 12(c) hereof.


 


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


 


(a)  The
Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized
Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Distributor and the Managing
Owner of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC
Participant.


 


(b) Unless
Section 2(d) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act
of 1934, as amended (the “1934 Act”), and is a member in good standing of the Financial Industry Regulatory
Authority, Inc. (“FINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer
or a member of FINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the
nature of its business so requires. The Authorized Participant shall maintain any such registrations, qualifications and membership
in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant shall comply with
all applicable United States federal laws, including without limitation, the prospectus delivery requirements of Section 5 of the
1933 Act and all applicable rules of the SEC, the laws of the states or other jurisdictions concerned, and the rules and regulations
promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of FINRA, if it is a FINRA member, and shall not offer
or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold.


 


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


 


(d) If
the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions
of the United States and is not otherwise required to be registered, qualified or a member of FINRA as set forth in Section 2(b)
above, the Authorized Participant shall (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is
made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations




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promulgated thereunder,
and (iii) conduct its business in accordance with the spirit of the FINRA Conduct Rules.


 


(e) The
Authorized Participant further represents that its anti-money laundering program (“AML Program”) is maintained
consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the
SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii)
provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program,
(iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer
identification program consistent with the rules under Section 326 of the USA Patriot Act, (vi) provides for the filing of all
necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports,
(vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for
screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is
or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering
books and records. The Distributor shall verify the identity of each Authorized Person (as hereinafter defined) of the Authorized
Participant and maintain identification verification and transactional records of the Authorized Persons in accordance with the
requirements of applicable laws and regulations.


 


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


 


(b) The
Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is
a customer or otherwise) that each order to create or redeem a Basket (a “Creation/Redemption Order Form” or
an “Order”) may not be revoked by the Authorized Participant after its delivery to and acceptance by the Distributor.
A form of Creation/Redemption Order Form is attached hereto as Exhibit B.


 


(c) The
Distributor shall have the absolute right, but shall have no obligation, to reject any Creation/Redemption Order Form or Creation
Basket Capital Contribution (i) determined by the Distributor not to be in proper form; (ii) the acceptance or receipt of which
could, in the opinion of counsel to the Managing Owner, be unlawful; or (iii) if circumstances outside the control of the Distributor
or the Managing Owner, as applicable, make it, for all practical purposes, not feasible to process Creation Baskets. The Distributor
shall reject a Creation/Redemption Order Form or Creation Basket Capital Contribution if it has been advised in writing by the
Managing Owner that it believes that such order would have adverse tax consequences to the Trust, any Fund, or its shareholders.
Neither the Managing Owner nor the Distributor shall be liable to any person
by reason of the rejection of any Creation/Redemption Order Form or Creation Basket Capital Contribution.




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(d) The
Distributor shall reject any Redemption Order the fulfillment of which counsel to the Managing Owner advises in writing that it
would be illegal under applicable laws and regulations, and neither the Managing Owner nor the Distributor shall have liability
to any person for rejecting a Redemption Order in such circumstances.


 


(e) The
Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time,
(i) for any period during which the NYSE Arca, Inc. or any exchange on which a Funds’ assets are regularly traded is closed
other than for 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 a Fund’s assets is not reasonably practicable;
or (iii) for such other period as the Managing Owner determines to be necessary for the protection of the Beneficial Owners. The
Managing Owner shall promptly notify the Distributor of any action taken pursuant to this Section 3(e). The Managing Owner and
the Distributor shall not liable to any person or in any way for any loss or damages that may result from any such suspension or
postponement.


 


Section
4. Fees. In connection with each Order by an Authorized Participant to create or redeem one or more Baskets, the
Authorized Participant agrees to pay the Transaction Fee prescribed in the Trust Agreement and/or the Prospectus (as applicable)
with respect to such creation or redemption. The Transaction Fee may be adjusted from time to time as set forth in the Trust Agreement
and/or the Prospectus (as applicable). As described in the Procedures, the Authorized Participant agrees to pay an additional processing
charge if the Authorized Participant fails timely to deliver the Creation Basket Capital Contribution or the Baskets, as the case
may be.


 


Section
5. Authorized Persons. Concurrently with the execution of this Agreement and from time to time thereafter, the
Authorized Participant shall deliver to the Trust’s transfer agent, Distributor and the Managing Owner, notarized and duly
certified as appropriate by its secretary or other duly authorized person, a certificate in the form of Exhibit A setting
forth the names and signatures of all persons authorized to give instructions relating to activity contemplated hereby or by any
other notice, request or instruction given on behalf of the Authorized Participant (each, an “Authorized Person”).
The Trust’s transfer agent, Distributor and the Managing Owner may accept and rely upon such certificate as conclusive evidence
of the facts set forth therein and shall consider such certificate to be in full force and effect until the Trust’s transfer
agent, Distributor and the Managing Owner receive a superseding certificate bearing a subsequent date. Upon the termination or
revocation of authority of any Authorized Person by the Authorized Participant, the Authorized Participant shall give immediate
written notice of such fact to the Trust’s transfer agent, Distributor and the Managing Owner and such notice shall be effective
upon receipt by the Trust’s transfer agent, Distributor and the Managing Owner. The Trust’s transfer agent shall issue
to each Authorized Person a unique personal identification number (the “PIN Number”) by which such Authorized
Person shall be identified and by which instructions issued by the Authorized Participant to the Trust’s transfer agent hereunder
shall be authenticated. The PIN Number shall be kept confidential by the Authorized Participant and shall only be provided to the
Authorized Person and the Trust’s transfer agent. If, after issuance, the Authorized Person’s
PIN Number is changed, the new PIN Number shall become effective on a date mutually agreed upon by the Authorized Participant and
the Trust’s transfer agent. If for some reason, the Authorized Participant’s PIN Number is compromised,




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the Authorized Participant
shall contact the Trust’s transfer agent immediately in order for a new one to be issued.


 


Section
6. Redemption. The Authorized Participant represents and warrants that it shall not obtain an Order Number (as
described in the AP Handbook) from the Distributor for the purpose of redeeming a Basket unless it first ascertains that (i) it
or its customer, as the case may be, owns outright or has full legal authority and legal and beneficial right to tender for redemption
the Baskets to be redeemed and to receive the entire proceeds of the redemption, and (ii) such Baskets have not been loaned or
pledged to another party and are not the subject of a repurchase agreement, securities lending agreement or any other arrangement
which would preclude the delivery of such Baskets to the Distributor on the Business Day following the Redemption Order Date.


 


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


 


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


 


(c) With
respect to any creation or redemption transaction made by the Authorized Participant pursuant to this Agreement for the benefit
of any customer or any other DTC Participant or Indirect Participant, or any other Beneficial Owner, the Authorized Participant
shall extend to any such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition
to any obligations that it undertakes hereunder or in accordance with the Trust Agreement.


 


(d) Upon
reasonable request by the Distributor or the Managing Owner, the Authorized Participant will, subject to any limitations arising
under federal or state securities laws relating to privacy or other obligations it may have to its customers, provide the Distributor
or the Managing Owner written notice indicating the number of Shares that the Authorized Participant may hold as record holder
and the number of such Shares that it holds for the benefit of other broker-dealers that clear and settle transactions in Shares
through the Authorized Participant, in each case as of the date of such request, with respect to the Trusts. In addition, the Authorized
Participant agrees, upon request of the Distributor or the Managing Owner, and subject to applicable laws, rules and regulations,
to transmit to its account holders who are Beneficial Owners of Shares, such written materials received from the Distributor or
the Managing Owner (including notices, annual reports, disclosure or other informational or tax materials and any amendments or
supplements thereto and other communications) as may be required to be transmitted to Beneficial Owners pursuant to the Trust Agreement
or applicable law, provided that the expenses associated with such transmissions shall be borne by the Managing Owner in accordance with usual
custom and practice in respect of such communications.




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(e) The
Authorized Participant agrees that, in connection with any sales of the Shares, it will not charge a commission to its customers
in excess of one percent (1%) of the total amount of the sale.


 


Section
8. Indemnification.


 


(a) The
Authorized Participant hereby indemnifies and holds harmless the Trust, the Managing Owner, the Distributor, and the Custodian
and their respective direct or indirect affiliates (as defined below) and their respective directors, trustees, Managing Owners,
partners, members, managers, officers, employees and agents (each, an “AP Indemnified Party”) from and against
any losses, liabilities, damages, costs and expenses (including attorneys’ fees and the reasonable costs of investigation)
incurred by such AP Indemnified Party as a result of or in connection with: (i) any breach by the Authorized Participant of any
provisions of this Agreement, including its representations, warranties and covenants; (ii) any failure on the part of the Authorized
Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Authorized Participant to comply
with applicable laws and the rules and regulations of self-regulatory organizations; (iv) any actions of such AP Indemnified Party
in reliance upon any instructions issued in accordance with the Procedures believed by the AP Indemnified Party to be genuine and
to have been given by the Authorized Participant; or (v) (A) any representation by the Authorized Participant, its employees or
its agents or other representatives about the Shares, any AP Indemnified Party or the Trust that is not consistent with the Trust’s
then-current Prospectus made in connection with the offer or the solicitation of an offer to buy or sell Shares and (B) any untrue
statement or alleged untrue statement of a material fact contained in any research reports, marketing material and sales literature
described in Section 12(b) hereof or any alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading to the extent that such statement or omission relates to the Shares, any AP Indemnified
Party or the Trust, unless, in either case, such representation, statement or omission was made or included by the Authorized Participant
at the written direction of the Managing Owner or is based upon any omission or alleged omission by the Managing Owner to state
a material fact in connection with such representation, statement or omission necessary to make such representation, statement
or omission not misleading.


 


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




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those statements in
the Registration Statement or the Prospectus based on information furnished in writing by or on behalf of the Authorized Participant
expressly for use in the Registration Statement or the Prospectus.


 


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


 


(d) The
indemnity agreements contained in this Section 8 shall remain in full force and effect regardless of any investigation made by
or on behalf of the Authorized Participant, its partners, stockholders, members, directors, officers, employees or any person (including
each partner, stockholder, member, director, officer or employee of such person) who controls the Authorized Participant within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, or by or on behalf of the Managing Owner, its partners,
stockholders, members, managers, directors, officers, employees or any person who controls the Managing Owner within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and shall survive any termination of this Agreement. The Managing
Owner, the Trust, Managing Owner Indemnified Party, and the Authorized Participant agree promptly to notify each other of the commencement
of any Proceeding against it or any AP Indemnified Party or Managing Owner Indemnified Party, as the case may be, and, in the case
of the Managing Owner, against any of the Managing Owner’s officers or directors, in connection with the issuance and sale
of the Shares or in connection with the Registration Statement or the Prospectus.


 


Section
9. (a) Limitation of Liability. In the absence of gross negligence, bad faith or willful misconduct, none of the
Managing Owner, the Trust, the Distributor or the Authorized Participant shall be liable to each other or to any other person,
including any party claiming by, through or on behalf of the Authorized Participant, for any losses, liabilities, damages, costs
or expenses arising out of any mistake or error in data or other information provided to any of them by each other or any other
person or out of any interruption or delay in the electronic means of communications used by them. In addition, any references
to the Distributor or the Custodian herein shall not be deemed to imply, nor have such parties agreed, to undertake any obligations
under this Agreement nor made any representations or warranties under this Agreement and none of such parties shall be required
to advance, expend or risk its own funds or otherwise incur, become exposed to or be responsible for any loss, liability, damages,
costs or expenses hereunder or in connection herewith regardless of form of action or legal theory including, without limitation,
any type of special, indirect or consequential loss or damage of any kind whatsoever.


 


(b)  Trust
Liability. It is expressly acknowledged and agreed that (i) the obligations of the Trust hereunder shall not be binding upon
any shareholder, Trustee, officer, employee or agent of the Trust or the Managing Owner, personally, and (ii) the debts, liabilities,
obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Trust shall be enforceable against the assets of the
Trust only, and not against the assets of any other trust, and none of the debts, liabilities, obligations, and expenses incurred,
contracted for, or otherwise




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existing with respect
to any other trust shall be enforceable against the assets of the Trust. This Agreement has been duly authorized, executed and
delivered by the Trust.


 


(c) Fund
Liability. The Authorized Participant agrees and consents (the “Consent”) to look solely to the assets (the “Fund
Assets”) of a Fund and to the Managing Owner and its assets for payment in respect of any claim against or obligation of
that Fund. The Fund Assets include only those funds and other assets that are paid, held or distributed to the Trust on account
of and for the benefit of the Fund, including, without limitation, funds delivered to the Trust for the purchase of Shares in the
Fund. In furtherance of the Consent, the Authorized Participant agrees that (i) any debts, liabilities, obligations, indebtedness,
expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) of the Fund incurred,
contracted for or otherwise existing and (ii) the Shares shall be subject to the following limitations:


 


1. (i) except as set
forth below, the Claims and Shares (collectively, the “Subordinated Claims and Shares”) shall be expressly subordinate
and junior in right of payment to any and all other claims against and Shares in the Trust and any series thereof, pursuant to
any contract; provided, however, that the Authorized Participant’s Claims (if any) against and Shares shall not be considered
Subordinated Claims and Shares with respect to enforcement against and distribution and repayment from the Fund, the Fund Assets
and the Managing Owner and its assets; and provided further that (1) the Authorized Participant’s valid Claims, if any, against
the Fund shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Fund and
(2) the Authorized Participant’s Shares shall be pari passu and equal in right of repayment and distribution with all other
Shares in the Fund; and (ii) the Authorized Participant will not take, demand, or receive from any series or the Trust or any of
their respective assets (other than the Fund, the Fund Assets and the Managing Owner and its assets) any payment for the Subordinated
Claims and Shares;


 


2.  The Claims and
Shares of the Authorized Participant shall only be asserted and enforceable against the Fund, the Fund Assets and the Managing
Owner and its assets and such Claims and Shares shall not be asserted or enforceable for any reason whatsoever against any other
series, the Trust generally or any of their respective assets;


 


3.  If the Claims of
the Authorized Participant against the Fund or the Trust are secured in whole or in part, the Authorized Participant hereby waives
(under section 1111(b) of the Bankruptcy Code (11 U.S.C. § 1111(b)) any right to have any deficiency Claims (which deficiency
Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust
or any series (other than the Fund), as the case may be;


 


4.  In furtherance
of the foregoing, if and to the extent that the Authorized Participant receives monies in connection with the Subordinated Claims
and Shares from a series or the Trust (or their respective assets), other than the Fund, the Fund Assets and the Managing Owner
and its assets, the Authorized Participant shall be deemed to hold such monies in trust and shall promptly remit such monies to
the series or the Trust that paid such amounts for distribution by the series or the Trust in accordance with the terms hereof;
and




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5.  The foregoing Consent
shall apply at all times notwithstanding that the Claims are satisfied, the Shares are sold, transferred, redeemed or in any way
disposed of and notwithstanding that the agreements in respect of such Claims and Shares are terminated, rescinded or canceled.


 


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


 


Section
10. Acknowledgment. The Authorized Participant acknowledges receipt of (i) a copy of the Trust Agreement and (ii)
the current Prospectus and represents that it has reviewed and understands such documents.


 


Section
11. Effectiveness and Termination. Upon the execution of this Agreement by the parties hereto, this Agreement
shall become effective in this form as of the date first set forth above, and may be terminated at any time by any party upon thirty
(30) days prior written notice to the other parties unless earlier terminated: (i) in accordance with Section 2(a) hereof; (ii)
upon notice to the Authorized Participant by the Managing Owner in the event of a breach by the Authorized Participant of this
Agreement or the procedures described or incorporated herein; (iii) immediately in the circumstances described in Section 17(j)
hereof; or (iv) at such time as the Trust is terminated pursuant to the Trust Agreement. For avoidance of doubt, the termination
of this Agreement with respect to one Fund does not affect the status of this Agreement with respect to the other Funds.


 


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


 


(a) The
Authorized Participant represents, warrants and covenants that (i), without the written consent of the Managing Owner, the Authorized
Participant shall not make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified
Party other than representations contained (A) in the then-current Prospectus, (B) in printed information approved by the Managing
Owner as information supplemental to such Prospectus or (C) in any promotional materials or sales literature furnished to the Authorized
Participant by the Distributor or the Managing Owner, and (ii) the Authorized Participant shall not furnish or cause to be furnished
to any person or display or publish any information or material relating to the Shares, any AP Indemnified Person or the Trusts
that are not consistent with the Trusts’ then current Prospectus. Copies of the then current Prospectus and any such printed
supplemental information will be supplied by, or caused to be supplied by, the Distributor to the Authorized Participant in reasonable
quantities upon request.


 


(b) Notwithstanding
the foregoing, the Authorized Participant may without the written approval of the Managing Owner prepare and circulate in the regular
course of its business research reports, marketing material and sales literature that includes information,




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opinions or recommendations
relating to the Shares (i) for public dissemination, provided that such research reports, marketing material or sales literature
compare the relative merits and benefits of Shares with other products; and (ii) for internal use by the Authorized Participant.
The Authorized Participant shall file all such research reports, marketing material and sales literature related to the Shares
with FINRA to the extent required by the FINRA Conduct Rules.


 


(c) The
Distributor may deliver electronically a single prospectus, annual or semi-annual report or other shareholder information (each,
a “Shareholder Document”) to persons who have effectively consented to such electronic delivery. The Distributor will
deliver Shareholder Documents electronically by sending consenting persons an e-mail message informing them that the applicable
Shareholder Document has been posted and is available on the Fund’s website, [], and providing a hypertext link to the document.
The electronic versions of the Shareholder Documents will be in PDF format and can be downloaded and printed using Adobe Acrobat.


 


By signing this Agreement,
the Participant hereby consents to the foregoing electronic delivery of all Shareholder Documents to the e-mail address set forth
on the signature page attached to this Agreement. The Participant further understands and agrees that unless such consent is revoked,
the Participant can obtain access to the Shareholder Documents from the Distributor only electronically. The Participant can revoke
the consent to electronic delivery of Shareholder Documents at any time by providing written notice to the Distributor. The Participant
agrees to maintain the e-mail address set forth on the signature page to this Agreement and further agrees to promptly notify the
Distributor if its e-mail address changes. The Participant understands that it must have continuous Internet access to access all
Shareholder Documents.


 


(d) For
as long as this Agreement is effective, the Authorized Participant agrees to be identified as an authorized participant of the
Trust (i) in the section of the Prospectus entitled “Creation and Redemption of Shares” and in any other section as
may be required by the SEC and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) the Managing Owner
shall remove such identification from the Prospectus in the amendment of either the Registration Statement or a supplement to the
Prospectus, as applicable, next occurring after the date of the termination of this Agreement and (ii) the Managing Owner shall
promptly update each Trust’s website to remove any identification of the Authorized Participant as an authorized participant
of the Trust.


 


Section
13. Certain Representations, Warranties and Covenants of the Managing Owner. The Managing Owner and the Trust,
each covenants and agrees, as applicable:


 


(a) that
(i) the Registration Statement and the Prospectus contained therein conform in all material respects to the requirements of the
1933 Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to
the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment
or supplement thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) the
sale and distribution of the Shares as contemplated
herein will not conflict with or result in a breach or violation of any statute or any order, rule or regulation of any court or
governmental agency or




    	10



    	



    

body having jurisdiction
over the Trust, and (iii) no consent, approval, authorization, order, registration or qualification of or with any such court or
governmental agency is required for the issuance of the Shares, except registration of the Shares under the 1933 Act.


 


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


 


(c) to
deliver to the Authorized Participant, at each time (i) the Registration Statement or the Prospectus is amended or supplemented
by the filing of a post-effective amendment and (ii) a new Registration Statement is filed to register additional Shares and a
single Prospectus is used in reliance on Rule 429 under the 1933 Act, an Officer’s Certificate by duly authorized officers
of the Managing Owner in the form attached hereto as Exhibit C.


 


In addition, any
certificate signed by any officer of the Managing Owner and delivered to the Authorized Participant or counsel for the Authorized
Participant pursuant hereto shall be deemed to be a representation and warranty by the Managing Owner to the Authorized Participant
as to matters covered thereby.


 


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


 


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


 


Section
16. Ambiguous Instructions. If a Creation/Redemption Order Form otherwise in good form contains order terms that
differ from the information provided in the telephone call at the time of issuance of the applicable order number, the Distributor
will attempt to contact one of the Authorized Persons of the Authorized Participant to request confirmation of the terms of the
Order. If an Authorized Person confirms the terms as they appear in the Order, then the Order shall be accepted and processed. If
an Authorized Person contradicts the Order terms, the Order shall be deemed invalid, and a corrected Order must be received by
the Distributor not later than




    	11



    	



    

the earlier of: (i)
within 15 minutes of such contact with the Authorized Person; or (ii) 45 minutes after the Order Cut-Off Time. If the Distributor
is not able to contact an Authorized Person, then the Order shall be accepted and processed in accordance with its terms notwithstanding
any inconsistency with the terms of the telephone information. In the event that an Order contains terms that are illegible, the
Order shall be deemed invalid and the Distributor will attempt to contact one of the Authorized Persons of the Authorized Participant
to request retransmission of the Order. A corrected Order must be received by the Distributor not later than the earlier of (i)
within 15 minutes of such contact with the Authorized Person or (ii) 45 minutes after the Order Cut-Off Time, as the case may be.


 


Section
17. Miscellaneous.


 


(a) Amendment
and Modification. This Agreement, the Procedures and the Exhibits hereto may be amended, modified or supplemented by the Trusts
and the Managing Owner, without consent of any Beneficial Owner or Authorized Participant from time to time by the following procedure.
After the proposed amendment, modification or supplement has been agreed to, the Managing Owner shall mail a copy of the proposed
amendment, modification or supplement to the Authorized Participant. For the purposes of this Agreement, mail shall be deemed received
by the recipient thereof on the third (3rd) day following the deposit of such mail into the United States postal system.
Within ten (10) calendar days after its deemed receipt, the amendment, modification or supplement will become part of this Agreement,
the Attachments or the Exhibits, as the case may be, in accordance with its terms.


 


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


 


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


 


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


 


(e) Assignment.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior
written consent of the other parties,




    	12



    	



    

except that any entity
into which a party hereto may be merged or converted or with which it may be consolidated or any entity resulting from any merger,
conversion, or consolidation to which such party hereunder shall be a party, or any entity succeeding to all or substantially all
of the business of the party, shall be the successor of the party under this Agreement and except that the Managing Owner may delegate
its obligations hereunder to the Distributor or the Administrator by notice to the Authorized Participant. The party resulting
from any such merger, conversion, consolidation or succession shall notify the other parties hereto of the change. Any purported
assignment in violation of the provisions hereof shall be null and void. Notwithstanding the foregoing, this Agreement shall be
automatically assigned to any successor trustee or Managing Owner at such time such successor qualifies as a successor trustee
or Managing Owner under the terms of the Trust Agreement.


 


(f) Governing
Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware (regardless of the laws that might otherwise govern under applicable Delaware conflict of laws principles) as to all matters,
including matters of validity, construction, effect, performance and remedies. Each party hereto irrevocably consents to the jurisdiction
of the courts of the State of New York and of any federal court located in the Borough of Manhattan in such State in connection
with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder,
and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service
of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed
to such party at such party’s address for purposes of notices hereunder.


 


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


 


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


 


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


 


(j) Severance.
If any provision of this Agreement is held by any court or any act, regulation, rule or decision of any other governmental or supra-national
body or authority or regulatory or self-regulatory organization to be invalid, illegal or unenforceable for any reason, it shall
be invalid, illegal or unenforceable only to the extent so held and shall not affect the validity, legality or enforceability of
the other provisions of this Agreement and this Agreement shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein, unless the Managing Owner determines in its discretion that
the provision of this




    	13



    	



    

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


 


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


 


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


 


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


 


[Signature Page Follows]




    	14



    	



    

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


 


ETF Managers Capital LLC, Managing Owner of ETF Managers Group Commodity
Trust I


 


	By: 	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Title: 	 	 
	 	 	 
	Address: 	 	 
	 	 	 
	Telephone: 	 	 
	 	 	 
	Facsimile: 	 	 
	 	 	 
	E-mail: 	 	 


 


[Name of Authorized Participant]


 


	By: 	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Title: 	 	 
	 	 	 
	Address: 	 	 
	 	 	 
	Telephone: 	 	 
	 	 	 
	Facsimile: 	 	 
	 	 	 
	E-mail: 	 	 




    	15



    	



    

SCHEDULE A


 


Funds


 


Sit Rising Rate ETF (NYSE Arca: RISE)



    	 



    	



    

EXHIBIT A


 


FORM OF CERTIFIED AUTHORIZED PERSONS OF
AUTHORIZED PARTICIPANT


 


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


 


Authorized Participant: ________________________________

 

	Name: 
	 	Name: 

	Title: 
	 	Title: 

	Signature: 
	 	Signature: 

	E-mail: 
	 	E-mail: 

	Phone: 
	 	Phone: 

	 	 	 
	Name: 
	 	Name: 

	Title: 
	 	Title: 

	Signature: 
	 	Signature: 

	E-mail: 
	 	E-mail: 

	Phone: 
	 	Phone: 



 


The undersigned, ___________________ [name],
________________ [title] of ________________________ [company], does hereby certify that the persons listed above have been duly
elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized
to act as Authorized Persons pursuant to the Participant Agreement by and among [name of Authorized Participant], each of
Sit Rising Rate ETF and ETF Managers Group Commodity Trust I, dated December ___, 2014 (the “Participant Agreement”),
and that their signatures set forth above are their own true and genuine signatures.


 


In Witness Whereof, the undersigned
has hereby has caused this Agreement to be executed on the date set forth below.


 


	 	By:	 


	 	Name:	 


	 	Title:	 
	 	Date:	 




    	2



    	



    

EXHIBIT B


 


FACTORSHARES CAPITAL MANAGEMENT


ESPOSITO SECURITIES, LLC - DISTRIBUTOR


STATE STREET BANK & TRUST - CUSTODIAN AND
ADMINISTRATOR


CREATION / REDEMPTION ORDER FORM


CONTACT INFORMATION FOR ORDER EXECUTION


Fund Trading Fax Number: (214) 855-2160


Creation/Redemption Order Line: (866) 453- 5199


Creation/Redemption Email: statd@espoglobal.com


 

	I. TO BE COMPLETED BY AP:	 	AP: 
	 
	 	 	 	 
	Date: 
	 	Time: 
	 
	Name: 
	 	Phone Number: 
	 
	PIN #: 
	 	Fax Number: 
	 
	DTC / NSCC Participant Number: 
	 	 






 



	Fund Name	# Create	# Redeem
	RISE / Sit Rising Rate ETF	 	 


 


All Creation/ Redemption Order Forms are subject to the terms and
conditions of the applicable Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”)
of Sit Rising Rate ETF, as applicable (each, the “Trust” and collectively, the “Trusts”) as currently in
effect and the Participant Agreement among the Authorized Participant, the Trusts and the Managing Owner named therein (the “Participant
Agreement”). Al l representations and warranties of the Authorized Participant set forth in the Participant Agreement are
incorporated herein by reference. Capitalized terms used but not defined herein have the meaning given in the applicable Trust
Agreement.


 


In connection with the submission of an order for the creation of
Basket(s) on this Creation/Redemption Order Form, the undersigned understands that by submitting this Creation/ Redemption Order
Form to the Distributor he/she; (i) is making the representations and warranties set forth in Annex A to this Creation/ Redemption
Order Form, (ii) agrees that his/her execution of this Creation/ Redemption Order Form shall constitute (for all purposes) his/her
execution of the applicable Trust Agreement and agreement to the terms thereof, and (i ii) acknowledges that the Managing Owner
or its authorized designee, Esposito Securities, L LC, may rely upon his/her execution of this Creation/Redemption Order Form as
constituting an execution of the Trust Agreement and agreement of the terms thereof The Authorized Participant understands that
its OTC account will be charged the Transaction Fee as set forth in the currently effective Trust Agreement and/or Prospectus (as
applicable).


 


The undersigned does hereby certify as of the date set forth below
that he/she is an Authorized Person under the Participant Agreement and that he/she is authorized to deliver this Creation/Redemption
Order Form to the Distributor, Esposito Securities, L LC, on behalf of the Authorized Participant.


 


	Authorized Signature:	 	 


 


I. TO BE COMPLETED BY DISTRIBUTOR:


 


	This certifies the above order has been:	 	 	 
	Accepted by the Distributor:	 	 	 	 
	Declined:	 	 	 	 
	Reason:	 	 	 	 
	Order Affirmed with	 	 	 	 
	AP and Custodian:	 	 	 	 
	Authorized Signature:	 	 	 	 
	Print Name:	 	 	 	 
	Date:	 	 	Time:	 




    	3



    	



    

EXHIBIT C

 

OFFICER’S CERTIFICATE


 


The undersigned,
a duly authorized officer of ETF Managers Capital LLC, a Delaware limited liability company, the Managing Owner (the “Managing
Owner”) of the ETF Managers Group Commodity Trust I, a Delaware statutory trust (the “Trust”), and
each of the series of the Trust (each, a “Fund” and collectively, the “Funds”) and pursuant
to Section 13(c) of the Participant Agreement (the “Participant Agreement”), dated as of December ___, 2014,
as amended from time-to-time, by and among the Managing Owner, the Trust and __________ (the “Authorized Participant”),
hereby certify that:


 


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



		(a)	the Prospectus in the form filed with the Securities and Exchange Commission (the “SEC”)
under rule 424 of the Securities Act of 1933, as amended (the “1933 Act”) does not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; the currently effective registration statement of the
Trust on Form S-1 or S-3, if applicable (collectively, the “Registration Statement”) and the Prospectus comply
in all material respects with the requirements of the 1933 Act; any statutes, regulations, contracts or other documents that are
required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement
have been so described or filed; the conditions to the use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration
Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading; provided, however, that the Managing Owner makes no warranty or representation with respect to any statement
contained in the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Authorized
Participant and furnished in writing by or on behalf of the Authorized Participant to the Managing Owner expressly for use in the
Registration Statement or such Prospectus;



		(b)	the Trust has been duly formed and is validly existing as a statutory trust under the laws of the
State of Delaware, as described in the Registration Statement and the Prospectus, and the Declaration of Trust and Trust Agreement
of the Trust (collectively, the “Trust Agreement”) authorizes the Managing Owner or its agents
to issue and deliver the units of fractional undivided beneficial interest in and ownership of the Funds (the



    	4



    	



    

“Shares”)
to the Authorized Participant hereunder as contemplated in the Registration Statement and the Prospectus;


 


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


 

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


 

		(e)	complete and correct copies of the Trust Agreement, and any and all amendments thereto, have been
delivered to the Authorized Participant, and no changes thereto have been made;


 

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


 

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


 

		(h)	the Participant Agreement has been duly authorized, executed and delivered by the Trust and the
Managing Owner and constitutes the valid and binding obligations of the Trust and the Managing Owner, enforceable against the Trust
and the Managing Owner in accordance with its terms;


 

		(i)	neither the Managing Owner nor the Trust is in breach or violation of or in default under (nor
has any event occurred which with notice, lapse of time or both would result in any breach or violation of, constitute a default
under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase,
redemption or repayment of all or a part of such indebtedness under) its respective constitutive documents, or any indenture, mortgage,
deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement
or instrument to which the Managing Owner or the Trust is a party or by which either of them or any of their properties may be
bound or affected, and the execution, delivery and performance of the Participant Agreement, the issuance and sale of Shares to
the Authorized Participant thereunder and the consummation of the transactions contemplated hereby does not conflict with, result
in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse
of time or both would result in any breach or violation of or constitute a default under), respectively, the limited





    	5



    	



    



liability company
agreement of the Managing Owner or the Trust Agreement, or any indenture, mortgage, deed of trust, bank loan or credit agreement
or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which, respectively, the
Managing Owner or the Trust is a party or by which the Managing Owner or the Trust or any of their respective properties may be
bound or affected, or any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable
to the Managing Owner or the Trust;

 

		(j)	no approval, authorization, consent or order of or filing with any federal, state, local or foreign
governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of
Shares to the Authorized Participant hereunder or the consummation by the Managing Owner or the Trust of the transactions contemplated
hereunder other than registration of the Shares under the 1933 Act, which has been effected, and any necessary qualification under
the securities laws of the various jurisdictions in which the Shares are being offered or under the rules and regulations of the
Financial Industry Regulatory Authority (“FINRA”);


 

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


 

		(l)	each of the Managing Owner and the Trust have all necessary licenses, authorizations, consents
and approvals and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and
has obtained all necessary authorizations, consents and approvals from other persons, in order to conduct its respective business;
neither the Managing Owner nor the Trust is in violation of, or in default under, or has received notice of any proceedings relating
to revocation or modification of, any such license, authorization, consent or approval or any federal, state, local or foreign
law, regulation or rule or any decree, order or judgment applicable to the Managing Owner or the Trust;


 

		(m)	all legal or governmental proceedings, affiliate transactions, off-balance sheet transactions,
contracts, licenses, agreements, leases or documents of





    	6



    	



    

a character
required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement
have been so described or filed as required;

 

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


 

		(o)	[] whose report on the audited financial statements of the Trusts are filed with the SEC as part
of the Registration Statement and the Prospectus, are independent public accountants as required by the 1933 Act;


 

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


 

		(q)	subsequent to the respective dates as of which information is given in the Registration Statement
and the Prospectus, there has not been (i) any material adverse change, or any development involving a prospective material adverse
change affecting the Managing Owner or the Trust, (ii) any transaction which is material to the Managing Owner or the Trust taken
as a whole, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Managing
Owner or the Trust, which is material to the Trust, (iv) any change in the Shares purchased by the Authorized Participant or outstanding
indebtedness of the Managing Owner or the Trust or (v) any distribution of any kind declared, paid or made on such Shares;


 

		(r)	the Trust is not and, after giving effect to the offering and sale of the Shares, will not be required
to be registered as an investment company under the Investment Company Act;


 

		(s)	except as set forth in the Registration Statement and the Prospectus, the Managing Owner and the
Trust own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks
(both registered and unregistered), tradenames, copyrights, trade secrets and other proprietary information







    	7



    	



    
described in
the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their
respective businesses, (collectively, “Intellectual Property”); (i) to the knowledge of the Managing Owner or
the Trust, there are no third parties who have or will be able to establish rights to any Intellectual Property, except for the
ownership rights of the owners of the Intellectual Property which is licensed to the Managing Owner or the Trust; (ii) to the knowledge
of the Managing Owner or the Trust, there is no infringement by third parties of any Intellectual Property; (iii) there is no pending
or, to the knowledge of the Managing Owner or the Trust, threatened action, suit, proceeding or claim by others challenging the
Managing Owner’s or the Trust’s rights in or to any Intellectual Property, and the Managing Owner and the Trust are
unaware of any facts which could form a reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the
Managing Owner or the Trust, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual
Property, and the Managing Owner and the Trust are unaware of any facts which could form a reasonable basis for any such claim;
and (v) there is no pending or, to the knowledge of the Managing Owner or the Trusts, threatened action, suit, proceeding or claim
by others that the Managing Owner or the Trust infringe or otherwise violates any patent, trademark, copyright, trade secret or
other proprietary rights of others, and the Managing Owner and the Trust are unaware of any facts which could form a reasonable
basis for any such claim;

 

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


 

		(u)	neither the Managing Owner nor the Trust have sent or received any communication regarding termination
of, or intent not to renew, any of the contracts or agreements referred to or described in, or filed as an exhibit to, the Registration
Statement, and no such termination or non-renewal has been threatened by the Managing Owner or the Trust or any other party to
any such contract or agreement;


 

		(v)	with respect to its activities on behalf of the Trust, as provided for in the Trust Agreement,
the Managing Owner maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with the Trust Agreement and the Managing Owner’s duties thereunder; (ii) transactions with respect
to the Trust are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting
principles and to maintain accountability
for assets; and (iii) assets are held for the Trust in accordance with the Trust Agreement;







    	8



    	



    

		(w)	on behalf of the Trust, the Managing Owner has established and maintains disclosure controls and
procedures (as such term is defined in Rule 13a-14 and 15d-14 under the Securities and Exchange Act of 1934, as amended (the “1934
Act”), giving effect to the rules and regulations, and SEC staff interpretations (whether or not public), thereunder;
such disclosure controls and procedures are designed to ensure that material information relating to the Trust, are made known
to the Managing Owner, and such disclosure controls and procedures are effective to perform the functions for which they were established;
on behalf of the Trust, the Managing Owner has been advised of: (i) any significant deficiencies in the design or operation of
internal controls which could adversely affect the Trust’s ability to record, process, summarize, and report financial data;
and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Trust’s internal
controls; any material weaknesses in internal controls have been identified for the Trust’s auditors;


 

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


 

		(y)	neither the Managing Owner, nor any of the Managing Owner’s directors, members, managers,
officers, affiliates or controlling persons nor the Trustee has taken, directly or indirectly, any action designed, or which has
constituted or might reasonably be expected to cause or result in, under the 1934 Act or otherwise, the stabilization or manipulation
of the price of any security or asset of the Trust to facilitate the sale or resale of the Shares; and there are no affiliations
or associations between any member of FINRA and any of the Managing Owner’s officers, directors or 5% or greater security
holders, except as set forth in the Registration Statement and the Prospectus.


 

For purposes hereof, the term
“Registration Statement” shall mean the Registration Statement as amended or supplemented from time to time to the
date hereof and the term “Prospectus” shall mean the Prospectus as amended or supplemented from time to time to the
date hereof.

 

		2.	Each of the obligations of the Managing Owner to be performed by it on or before the date hereof
pursuant to the terms of the Participant Agreement, and each of the provisions thereof to be complied with by the Managing Owner
on or before the date hereof, has been duly performed and complied with in all material respects.


 

Capitalized terms used, but not defined
herein shall have the meanings assigned to such terms in the Participant Agreement.




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[SIGNATURE PAGE TO FOLLOW]




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IN WITNESS WHEREOF,
we have hereunto, on behalf of the Managing Owner, subscribed our names this _____ day of _________, 2010.


 


	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 




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