ETFS Collateralized Commodities Trust Sample Contracts

ETFS Collateralized Commodities Trust – SCHEDULE to the 2002 Master Agreement dated as of __________ between [name of Counterparty] (“Counterparty”), and EACH FUND REGISTERED UNDER THE SECURITIES ACT OF 1933 LISTED IN SCHEDULE 1 TO THE FACILITY AGREEMENT (AS DEFINED BELOW), THE FUNDS AT THE DATE HEREOF BEING AS LISTED IN EXHIBIT A HERETO severally and not jointly (the “ Fund”), acting by and through ETF SECURITIES USA LLC not in its individual capacity but as sponsor (“Sponsor”) (August 18th, 2011)

It is understood and agreed that this document shall constitute a separate agreement with each party listed on Exhibit A attached hereto, as if each such party had executed a separate document naming only itself as the Fund, and that no party listed on Exhibit A shall have any liability under this document for the obligations of any other party engaging in Transactions with Counterparty, including any other party so listed. With respect to any one such party, (i) only Confirmations of Transactions between Counterparty and such party shall be part of the agreement with such party, (ii) references in this Agreement (including this Schedule) to the Fund shall be deemed to refer only to such party, and (iii) the term “this Agreement” shall be construed according to the foregoing provisions.

ETFS Collateralized Commodities Trust – FORM OF ETFS COLLATERALIZED COMMODITIES TRUST AUTHORIZED PARTICIPANT AGREEMENT (August 18th, 2011)

This Authorized Participant Agreement (the “Agreement”), dated as of __________, is entered into by and among ____________ (the “Authorized Participant”), ETFS Collateralized Commodities Trust, a Delaware statutory trust (the “Trust”), on behalf of its separate series therein (“Funds”), and ETF Securities LLC, a Delaware limited liability company, as sponsor of the Trust (the “Sponsor”) [on behalf of each Fund].

ETFS Collateralized Commodities Trust – FACILITY AGREEMENT For the entering into and termination of COMMODITY CONTRACTS (August 18th, 2011)

ETFS COLLATERALIZED COMMODITIES TRUST, a Delaware statutory trust, whose registered office is located at [c/o ETF Securities USA LLC, 48 Wall Street, New York, New York 10005] (the “Trust”), on behalf of each separate series (each a “Fund”) as set forth on Schedule 1 hereto; and

ETFS Collateralized Commodities Trust – AGENCY SERVICES AGREEMENT (August 18th, 2011)

THIS AGENCY SERVICES AGREEMENT made as of the ___ day of May, 2011 between JPMORGAN CHASE BANK, N.A. a national banking association with a place of business at 4 New York Plaza, New York, New York 10004 (“J.P. Morgan”) and ETF Securities USA LLC, a Delaware limited liability company not in its individual capacity, but as Sponsor (as defined herein) to ETFS Collateralized Commodities Trust, a Delaware statutory trust currently organized into separate series with offices at c/o ETF Securities USA LLC, 48 Wall Street, 11ith Floor, New York, New York 10005 (the “Trust”).

ETFS Collateralized Commodities Trust – Dated: ______, 2011 MASTER CONFIRMATION AGREEMENT for COMMODITY DERIVATIVE TRANSACTIONS Between ETFS COLLATERALIZED COMMODITIES TRUST ON BEHALF OF ITS SEPARATE SERIES (FUNDS) and [COUNTERPARTY] (August 18th, 2011)

This master confirmation agreement (“Master Confirmation Agreement”) is dated as of [          ] 2011 and is made between ETFS COLLATERALIZED COMMODITIES TRUST, a Delaware statutory trust, whose office is located at c/o ETF Securities USA LLC, [Ordnance House, 31 Pier Road, St Helier, Jersey, Channel Islands] (the “Trust”), on behalf of each separate series (each a “Fund”) as set forth in Schedule A hereto and [Counterparty] (the “Counterparty”) of [Address].

ETFS Collateralized Commodities Trust – Dated: ______________________ ETFS COLLATERALIZED COMMODITIES TRUST FORM OF DIRECT AGREEMENT (relating to Funds established each as a separate series within the Trust) between: [COUNTERPARTY] and [AUTHORIZED PARTICIPANT] (August 18th, 2011)

ETFS Collateralized Commodities Trust, a Delaware statutory trust (“Trust”), has established a platform pursuant to which shares issued by separate series thereof (“Funds”) will be subscribed by Authorized Participant and other parties each in their own capacity as an authorized participant.

ETFS Collateralized Commodities Trust – Custody Agreement 1 (August 18th, 2011)

This agreement, dated May __, 2011, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“J.P. Morgan”), a national banking association, with a place of business at 4 New York Plaza, New York, New York 10004; and ETF Securities USA LLC, a Delaware limited liability company (“Sponsor”) on behalf of the separate series listed on Exhibit A attached hereto (each a “Fund” or “Customer”) of ETFS Collateralized Commodities Trust, a Delaware statutory trust with offices at c/o ETF Securities USA LLC, 48 Wall Street, 11ith Floor, New York, New York 10005.

ETFS Collateralized Commodities Trust – CUSTODIAL UNDERTAKING IN CONNECTION WITH DERIVATIVES TRANSACTIONS 1 (August 18th, 2011)

This Custodial Undertaking in connection with Derivatives Transactions (the “Agreement”) is made and entered into as of the date set forth below by and among each of the funds set forth on Schedule A hereto (each, a “Fund”), (“Counterparty”) and JPMorgan Chase Bank, N.A. (“Bank”).

ETFS Collateralized Commodities Trust – AMENDED AND RESTATED TRUST AGREEMENT OF ETFS COLLATERALIZED COMMODITIES TRUST ETF SECURITIES USA LLC as Sponsor and WILMINGTON TRUST COMPANY, as Trustee Dated as of [ ] (August 18th, 2011)

WHEREAS, the Sponsor and the Trustee have heretofore created the Trust pursuant to the DSTA (as hereinafter defined) by entering into a trust agreement, dated as of May 27, 2010 (the “Original Trust Agreement”), and by executing and filing with the Secretary of State of the State of Delaware the Certificate of Trust; and

ETFS Collateralized Commodities Trust – Contract (August 18th, 2011)

This Agreement, dated May __ , 2011, is between JPMORGAN CHASE BANK, N. A., whose principal place of business is at One Beacon Street, Boston, Massachusetts 02108. (“J.P. Morgan”) and ETF SECURITIES USA LLC, a Delaware limited liability company (“ETFS”) for services to be provided to ETFS COLLATERALIZED COMMODITIES TRUST, a Delaware statutory trust currently organized into separate series (“Funds”) with offices at c/o ETF Securities USA LLC, 48 Wall Street, 11ith Floor, New York, New York 10005 (the “Trust”).

ETFS Collateralized Commodities Trust – Dated: ______________________ ETFS COLLATERALIZED COMMODITIES TRUST FORM OF DIRECT AGREEMENT (relating to Funds established each as a separate series within the Trust) between: [COUNTERPARTY] and [AUTHORIZED PARTICIPANT] (December 13th, 2010)

ETFS Collateralized Commodities Trust, a Delaware statutory trust whose office is located at _____________(“Trust”) has established a platform pursuant to which Shares issued by separate series thereof (“Funds”) will be subscribed by Authorized Participant and other parties each in their own capacity as an authorized participant.

ETFS Collateralized Commodities Trust – FORM OF AGENCY SERVICES AGREEMENT (December 13th, 2010)

THIS AGENCY SERVICESAGREEMENT made as of the ___ day of ____________, 2010 between__________ a national banking association with a place of business at _______________________ (“Bank”) and ETF Securities USA LLC, a Delaware limited liability company not in its individual capacity, but as Sponsor (as defined herein) of the ETFS Collateralized Commodities Trust, a Delaware statutory trust currently organized into separate series with offices at c/o ETF Securities USA LLC, 48 Wall Street, 11ith Floor, New York, New York 10005 (the “Trust”).

ETFS Collateralized Commodities Trust – FORM OF ETFS COLLATERALIZED COMMODITIES TRUST AUTHORIZED PARTICIPANT AGREEMENT (December 13th, 2010)

This Authorized Participant Agreement (the “Agreement”), dated as of ___________, is entered into by and among ___________ (the “Authorized Participant”), ETFS Collateralized Commodities Trust, a Delaware statutory trust (the “Trust”), on behalf of its separate series therein (“Funds”), and ETF Securities USA LLC, a Delaware limited liability company, as sponsor of the Trust (the “Sponsor”).

ETFS Collateralized Commodities Trust – FORM OF CUSTODY AGREEMENT (December 13th, 2010)

This agreement, dated ____________________, 20__, is between ___________________(“_________”), a national banking association, with a place of business at __________________________; and ETF Securities USA LLC, a Delaware limited liability company (“Sponsor”) on behalf of ETFS Collateralized Commodities Trust, a Delaware statutory trust currently organized into separate series (“Funds”) with offices at c/o ETF Securities USA LLC, 48 Wall Street, 11ith Floor, New York, New York 10005 (the “Customer”).

ETFS Collateralized Commodities Trust – Form of Control and Custodian Agreement (December 13th, 2010)

This Agreement dated as of ________ (the “Agreement”), among [_____________] (the “Secured Party”), _______________ (the “Pledgor”) and ________________________, as custodian hereunder (the “Collateral Manager”).

ETFS Collateralized Commodities Trust – FACILITY AGREEMENT For the entering into and termination of COMMODITY CONTRACTS (December 13th, 2010)

ETFS COLLATERALIZED COMMODITIES TRUST, a Delaware statutory trust, whose office is located at c/o ETF Securities USA LLC, Ordnance House, 31 Pier Road, St Helier, Jersey, Channel Islands (“Trust”), on behalf of each separate series (each a “Fund”) as set forth on Schedule A hereo; and

ETFS Collateralized Commodities Trust – AMENDED AND RESTATED TRUST AGREEMENT OF ETFS COLLATERALIZED COMMODITIES TRUST (December 13th, 2010)

WHEREAS, the Sponsor and the Trustee have heretofore created the Trust pursuant to the DSTA (as hereinafter defined) by entering into a trust agreement, dated as of May 27, 2010 (the “Original Trust Agreement”), and by executing and filing with the Secretary of State of the State of Delaware the Certificate of Trust; and

ETFS Collateralized Commodities Trust – FORM OF SPONSOR AGREEMENT (December 13th, 2010)

THIS SPONSOR AGREEMENT (the “Agreement”) is dated as of ________________ between ETF Securities USA LLC, a Delaware limited liability company (“Sponsor”), and ETFS Collateralized Commodities Trust, a statutory trust organized under the laws of Delaware (the “Trust”), both for itself and on behalf of each of its series set forth on Schedule A hereto (each, a “Fund” and, collectively, the “Funds”).

ETFS Collateralized Commodities Trust – FORM OF FUND SERVICING AGREEMENT (December 13th, 2010)

This Agreement, dated [__________________], [20__], is between________________________________, whose principal place of business is at ___________________________. (“__________”) and ETF SECURITIES USA LLC, a Delaware limited liability company (“ETFS”) for services to be provided to ETFS COLLATERALIZED COMMODITIES TRUST, a Delaware statutory trust currently organized into separate series (“Funds”) with offices at c/o ETF Securities USA LLC, 48 Wall Street, 11ith Floor, New York, New York 10005 (the “Trust”).