Common use of Appointment of Underwriter Clause in Contracts

Appointment of Underwriter. Upon the execution of this Agreement and in consideration of the agreements on your part herein expressed and upon the terms and conditions set forth herein, we hereby appoint you as the exclusive sales agent to receive all orders for purchases of Creation Units of each Fund only from Authorized Participants that have entered into an agreement (a “Participant Agreement”) for book-entry of The Depository Trust Company and the National Securities Clearing Corporation (“NSCC”) as described in the Prospectus and SAI to transmit such orders to the Trust, all in accordance with the Prospectus and SAI. The Trust retains the right to make direct sales of Shares consistent with the terms of the then current Prospectus and SAI and applicable law, and to engage in other legally authorized transactions in its Shares which do not involve sales to the general public. Such other transactions may include, without limitation: (i) transactions between the Trust or any Fund and its shareholders only; (ii) transactions involving the reorganization of the Trust or any Fund; (iii) transactions involving the merger or combination of the Trust or any Fund with another corporation, trust, series of a trust or similar entity; or (iv) transactions with other registered or unregistered investment companies in accordance with any rule, regulation, or order of the Commission (including, without limitation, any exemptive order issued to the Trust, any investment adviser to a Fund or any of their affiliates by the Commission (individually or collectively, the “ETF Order”)).

Appointment of Underwriter. Upon the execution of this Agreement and in consideration of the agreements on your part herein expressed and upon the terms and conditions set forth herein, we hereby appoint you as the exclusive sales agent to receive all orders for purchases of Creation Units of each Fund only from Authorized Participants that have entered into an agreement (a “Participant Agreement”) for book-entry of The Depository Trust Company and the National Securities Clearing Corporation (“NSCC”) as described in the Prospectus and SAI to transmit such orders to the Trust, all in accordance with the Prospectus Registration Statement and SAIProspectus. The Trust retains the right to make direct sales of Shares consistent with the terms of the then current Prospectus and SAI and applicable law, and to engage in other legally authorized transactions in its Shares which do not involve sales to the general public. Such other transactions may include, without limitation: (i) transactions between the Trust or any Fund and its shareholders only; (ii) transactions involving the reorganization of the Trust or any Fund; (iii) transactions involving the merger or combination of the Trust or any Fund with another corporation, trust, series of a trust or similar entity; or (iv) transactions with other registered or unregistered investment companies in accordance with any rule, regulation, or order of the Commission (including, without limitation, any the exemptive order issued to the Trust, any investment adviser to a Fund or any of their affiliates Trust by the Commission (individually or collectively, the “ETF Order”)).

Appointment of Underwriter. Upon the execution of this Agreement and in consideration of the agreements on your part herein expressed and upon the terms and conditions set forth herein, we hereby appoint you as the exclusive sales agent to receive all orders for purchases of Creation Units of each Fund only from Authorized Participants that have entered into an agreement (a “Participant Agreement”) for book-entry of The Depository Trust Company and the National Securities Clearing Corporation (“NSCC”) as described in the Prospectus and SAI to transmit such orders to the Trust, all in accordance with the Prospectus Registration Statement and SAIProspectus. The Trust retains the right to make direct sales of Shares consistent with the terms of the then current Prospectus and SAI and applicable law, and to engage in other legally authorized transactions in its Shares which do not involve sales to the general public. Such other transactions may include, without limitation: (i) transactions between the Trust or any Fund and its shareholders only; (ii) transactions involving the reorganization of the Trust or any Fund; (iii) transactions involving the merger or combination of the Trust or any Fund with another corporation, trust, series of a trust or similar entity; or (iv) transactions with other registered or unregistered investment companies in accordance with any rule, regulation, or order of the Commission (including, without limitation, any the exemptive order issued to the Trust, any investment adviser to a Fund or any of their affiliates Trust by the Commission (individually or collectively, the “ETF SEC Order”)).

Appointment of Underwriter. Upon the execution of this Agreement and in consideration of the agreements on your part herein expressed and upon the terms and conditions set forth herein, we hereby appoint you as the exclusive sales agent to receive all orders for purchases of Creation Units of each Fund only from Authorized Participants that have entered into an agreement (a “Participant Agreement”) for book-entry of The Depository Trust Company and the National Securities Clearing Corporation (“NSCC”) as described in the Prospectus and SAI to transmit such orders to the Trust, all in accordance with the Prospectus and SAI. The Trust retains the right to make direct sales of Shares consistent with the terms of the then current Prospectus and SAI and applicable law, and to engage in other legally authorized transactions in its Shares which do not involve sales to the general public. Such other transactions may include, without limitation: (i) transactions between the Trust or any Fund and its shareholders only; (ii) transactions involving the reorganization of the Trust or any Fund; (iii) transactions involving the merger or combination of the Trust or any Fund with another corporation, trust, series of a trust or similar entity; or (iv) transactions with other registered or unregistered investment companies in accordance with any rule, regulation, or order of the Commission (including, without limitation, any exemptive order issued to the Trust, any investment adviser to a Fund or any of their affiliates by the Commission (individually or collectively, the “ETF Order”)).. # 1444606 v. 4