Common use of Licensing Clause in Contracts

Licensing. (a) Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies; (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRA. (b) Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall cause the automatic termination of this Agreement. ▇▇▇▇▇▇ further agrees to notify the Distributor promptly in writing of any such action or event. (c) Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject to the indemnification described in Section 9 of this Agreement, the Distributor has no responsibility for the manner of Dealer’s performance of, or for acts or omissions in connection with, the duties and activities performed by Dealer under this Agreement. (d) Dealer agrees to be bound by, and to comply with, all applicable federal, state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified herein.

Licensing. (a) a. Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesShares of the Funds; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Shares of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRAFunds. (b) b. Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRAthe NASD; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor WFFD promptly in writing of any such action or event. (c) c. Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA the NASD and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that it is solely responsible for all suitability determinations with respect to offers and sales of Shares of the indemnification described in Section 9 of this Agreement, the Distributor Funds to Dealer’s customers and that WFFD has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) d. Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of registered investment companies, including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinsuch shares.

Licensing. (a) The Dealer represents Manager and warrants Dealer each represent and warrant to each other that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies; (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell SharesShares of the Company; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRA. (b) The Dealer agrees Manager and Dealer agree that: (i) termination or suspension of its registration with the SEC; , or (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered , shall cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Each party further agrees to notify the Distributor other party promptly in writing of any such action or event. (c) The Dealer agrees Manager and Dealer agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, the Dealer acknowledges Manager and Dealer acknowledge that, subject to the indemnification described in Section 9 14 of this Agreement, the Distributor neither party has no responsibility for the manner of Dealerthe other party’s performance of, or for acts or omissions in connection with, the duties and activities performed by Dealer the other party under this Agreement. (d) The Dealer agrees Manager and Dealer agree to be bound by, and to comply with, all applicable federal, state state, foreign and foreign jurisdiction other laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares Shares, including applicable rules and regulations of registered investment companies, including, but not limited to, securities laws, FINRA and further including applicable anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinFINRA.

Licensing. (a) a. Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicableit is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will Service the Shares of the Fund; and (iv) each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Service the Shares. b. Distributor represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell SharesShares of the Fund; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRA. (b) c. Distributor and Dealer agrees agree that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are Fund is offered shall cause the automatic termination of this Agreement. ▇▇▇▇▇▇ further agrees to notify the Distributor promptly in writing of any such action or event. (c) d. Distributor and Dealer agrees agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledges acknowledge that, subject to the indemnification described in Section 9 10 of this Agreement, the Distributor neither party has no responsibility for the manner of Dealerthe other party’s performance of, or for acts or omissions in connection with, the duties and activities performed by Dealer the other party under this Agreement. (d) e. Distributor and Dealer agrees agree to be bound by, and to comply with, all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinFINRA.

Licensing. (a) a. Distributor and Dealer represents each represent and warrants warrant to each other that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell SharesShares of the Fund; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRA. (b) b. Distributor and Dealer agrees agree that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are Fund is offered shall cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Each party further agrees to notify the Distributor other party promptly in writing of any such action or event. (c) c. Distributor and Dealer agrees agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledges acknowledge that, subject to the indemnification described in Section 9 10 of this Agreement, the Distributor neither party has no responsibility for the manner of Dealerthe other party’s performance of, or for acts or omissions in connection with, the duties and activities performed by Dealer the other party under this Agreement. (d) d. Distributor and Dealer agrees agree to be bound by, and to comply with, all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinFINRA.

Licensing. (a) Dealer represents and warrants that: You represent that (i) it is you are a broker-dealer properly registered with and qualified under all applicable federal, state and local laws to engage in the Securities business and Exchange Commission (“SEC”); transactions described in this Agreement, (ii) it is you are a member in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD"),(iii) and authorized per its membership agreement you are presently licensed to distribute shares of registered investment companies; (iii) if applicable, it is licensed the extent necessary by the appropriate regulatory agency of each state or other jurisdiction in which it you will offer and sell Shares; shares of the Funds, and (iv) if applicable, each of its principalsyour partners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of shares of the Shares Funds or the performance of its your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it you will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations shares of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRAFunds. (b) Dealer agrees that: You agree that (i) termination or suspension of its your registration with the SECany federal, state or local authority; (ii) termination or suspension of its membership with FINRA; the NASD, or (iii) termination or suspension of its your license to do business by any state or other jurisdiction in which the Shares are offered federal regulatory agency, at any time shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ further agrees Agreement and shall require you to notify the Distributor promptly us in writing of any such action or eventaction. (c) Dealer agrees You agree that this Agreement is in all respects subject to the Conduct Rules of FINRA the NASD, and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject you acknowledge that you are solely responsible for all suitability determinations with respect to offers and sales of shares of the indemnification described in Section 9 of this Agreement, Funds to your customers and that the Distributor has Funds have no responsibility for the manner of Dealer’s your performance of, or for your acts or omissions in connection with, the duties and activities performed by Dealer you perform under this Agreement. (d) Dealer agrees You agree to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of registered investment companies, including, but such shares. (e) You agree to notify us immediately in writing if at any time you are not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department a member in good standing of the Treasury, the SEC and FINRA identified hereinSecurities Investor Protection Corporation.

Licensing. (a) Dealer Broker and Intermediary Manager each represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companiesthe Securities Investor Protection Corporation; (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRA. (b) Dealer ▇▇▇▇▇▇ and Intermediary Manager each agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall cause the automatic termination of this Agreement. ▇▇▇▇▇▇ and Intermediary Manager each further agrees agree to notify the Distributor other promptly in writing of any such action or event. (c) Dealer agrees ▇▇▇▇▇▇ and Intermediary Manager each agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer ▇▇▇▇▇▇ acknowledges that, subject to the indemnification described in Section 9 of this Agreement, the Distributor Intermediary Manager has no responsibility for the manner of DealerBroker’s performance of, or for acts or omissions in connection with, the duties and activities performed by Dealer Broker under this Agreement. (d▇) Dealer ▇▇▇▇▇▇ agrees to be bound by, and to comply with, all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified herein.

Licensing. (a) Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“"SEC”"); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Inc. (“"FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies"); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Units of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRATrusts. (b) Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor TSCD promptly in writing of any such action or event. (c) Dealer agrees that this Agreement is in all respects subject to the Conduct Rules rules of FINRA and such Conduct Rules rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that it is solely responsible for all suitability determinations and know-your-customer obligations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, the Distributor Trusts to Dealer's customers and that TSCD has no responsibility for the manner of Dealer’s 's performance of, or for Dealer's acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinFINRA.

Licensing. (a) Dealer represents and warrants that: (i) it is a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Series; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Units of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRASeries. (b) Dealer agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor Strategas promptly in writing of any such action or event. (c) Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that (i) it is solely responsible for all suitability determinations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, the Distributor Series to Dealer’s customers and (ii) Strategas has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA identified hereinFINRA.

Licensing. (a) Dealer and Distributor each represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRA. (b) Dealer and Distributor each agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer and Distributor each further agrees agree to notify the Distributor other promptly in writing of any such action or event. (c) Dealer agrees and Distributor each agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject to the indemnification described in Section 9 of this Agreement, the Distributor has no responsibility for the manner of Dealer’s performance of, or for acts or omissions in connection with, the duties and activities performed by Dealer under this Agreement. Without limiting the generality of the foregoing, Distributor acknowledges that, subject to the indemnification described in Section 9 of this Agreement, Dealer has no responsibility for the manner of Distributor’s performance of, or for acts or omissions in connection with, the duties and activities performed by Distributor under this Agreement. (d) Dealer agrees to be bound by, and to comply with, all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified herein.

Licensing. (a) a. Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“"SEC”"); (ii) it is a member in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies"NASD"); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesShares of the Funds; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Shares of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRAFunds. (b) b. Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRAthe NASD; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor VKFI promptly in writing of any such action or event. (c) c. Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA the NASD and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that it is solely responsible for all suitability determinations with respect to offers and sales of Shares of the indemnification described in Section 9 of this Agreement, the Distributor Funds to Dealer's customers and that VKFI has no responsibility for the manner of Dealer’s 's performance of, or for Dealer's acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) d. Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinthe NASD.

Licensing. (a) Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Inc. (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Units of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRATrusts. (b) Dealer agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇Dealer further agrees to notify ▇▇▇▇▇ further agrees to notify the Distributor ▇▇▇▇ promptly in writing of any such action or event. (c) Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that (i) it is solely responsible for all suitability determinations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, the Distributor Trusts to Dealer’s customers and that (ii) ▇▇▇▇▇ ▇▇▇▇ has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA identified hereinFINRA.

Licensing. (a) Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Inc. (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Units of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRATrusts. (b) Dealer agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. Dealer further agrees to notify ▇▇▇▇▇▇▇ further agrees to notify the Distributor & ▇▇▇▇▇ promptly in writing of any such action or event. (c) Dealer agrees that this Agreement is in all respects subject to the Conduct Rules rules of FINRA and such Conduct Rules rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that it is solely responsible for all suitability determinations and know your customer obligations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, the Distributor Trusts to Dealer’s customers and that ▇▇▇▇▇▇▇ & ▇▇▇▇▇ has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA identified hereinFINRA.

Licensing. (a) a. Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesShares of the Funds; and (iv) if applicable, each of its principalspartners, directors, officers, employees, employees and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Shares of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRAFunds. (b) b. Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) iii )termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor promptly in writing of any such action or event. (c) c. Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that it is solely responsible for all suitability determination with respect to offers and sales of Shares of the indemnification described in Section 9 of this Agreement, Funds to Dealer’s customers and that the Distributor distributor has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) d. Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of registered investment companies, including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinsuch shares.

Licensing. (a) a. Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“"SEC”"); (ii) it is a member in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies"NASD"); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesShares of the Funds; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Shares of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRAFunds. (b) b. Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRAthe NASD; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor Claymore promptly in writing of any such action or event. (c) c. Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA the NASD and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that it is solely responsible for all suitability determinations with respect to offers and sales of Shares of the indemnification described in Section 9 of this Agreement, the Distributor Funds to Dealer's customers and that Claymore has no responsibility for the manner of Dealer’s 's performance of, or for Dealer's acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) d. Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of registered investment companies, including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinsuch shares.

Licensing. (a) Dealer represents and warrants that: (i) it is a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Series; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Units of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRASeries. (b) Dealer agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor Axio promptly in writing of any such action or event. (c) Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that (i) it is solely responsible for all suitability determinations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, the Distributor Series to Dealer’s customers and (ii) Axio has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA identified hereinFINRA.

Licensing. (a) a. Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“"SEC”"); (ii) it is a member in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies"NASD"); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesShares of the Funds; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Shares of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRAFunds. (b) b. Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRAthe NASD; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor promptly in writing of any such action or event. (c) c. Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA the NASD and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that it is solely responsible for all suitability determinations with respect to offers and sales of Shares of the indemnification described in Section 9 of this Agreement, the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer’s 's performance of, or for Dealer's acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) d. Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinthe NASD.

Licensing. (a) Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Inc. (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Units of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRATrusts. (b) Dealer agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor [__________] promptly in writing of any such action or event. (c) Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that it is solely responsible for all suitability determinations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, the Distributor Trusts to Dealer’s customers and that [__________] has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA identified hereinFINRA.

Licensing. (a) Dealer represents and warrants that: (i) it is a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Series; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Units of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRASeries. (b) Dealer agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor BHSI promptly in writing of any such action or event. (c) Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that (i) it is solely responsible for all suitability determinations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, the Distributor Series to Dealer’s customers and (ii) BHSI has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA identified hereinFINRA.

Licensing. (a) Dealer represents and warrants that: (i) it is a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Series; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Units of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRASeries. (b) Dealer agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor Cowen promptly in writing of any such action or event. (c) Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that (i) it is solely responsible for all suitability determinations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, the Distributor Series to Dealer’s customers and (ii) Cowen has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA identified hereinFINRA.

Licensing. (a) a. Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“"SEC”"); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companiesNASD; (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Units of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRATrusts. (b) b. Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRANASD; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor VKFI promptly in writing of any such action or event. (c) c. Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA NASD and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that it is solely responsible for all suitability determinations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, the Distributor Trusts to Dealer's customers and that VKFI has no responsibility for the manner of Dealer’s 's performance of, or for Dealer's acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) d. Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinNASD.

Licensing. (a) a. Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesShares of the Fund; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRA. (b) b. Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with the FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor promptly in writing of any such action or event. (c) c. Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of the FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject to the indemnification described in Section 9 of this Agreement, the Distributor has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) d. Dealer agrees to be bound by, and to comply with, all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinthe FINRA.

Licensing. (a) Dealer and Distributor each represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRA. (b) Dealer and Distributor each agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer and Distributor each further agrees to notify the Distributor other promptly in writing of any such action or event. (c) Dealer and Distributor each agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject to the indemnification described in Section 9 of this Agreement, the Distributor has no responsibility for the manner of Dealer’s performance of, or for acts or omissions in connection with, the duties and activities performed by Dealer under this Agreement. Without limiting the generality of the foregoing, Distributor acknowledges that, subject to the indemnification described in Section 9 of this Agreement, Dealer has no responsibility for the manner of Distributor’s performance of, or for acts or omissions in connection with, the duties and activities performed by Distributor under this Agreement. (d) Dealer agrees to be bound by, and to comply with, all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including, but not limited to, securities laws, anti-anti- money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified herein.

Licensing. (a) a. Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“"SEC”"); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“"FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies"); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesShares of the Eligible Funds; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Shares of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRAEligible Funds. (b) b. Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with the FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor promptly in writing of any such action or event. (c) c. Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of the FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that it is solely responsible for all suitability determinations with respect to offers and sales of Shares of the indemnification described in Section 9 of this Agreement, the Eligible Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer’s 's performance of, or for Dealer's acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) d. Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws (as further outlined in Section 12 herein) and the regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinthe FINRA.

Licensing. (a) Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Inc. (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts; and (iv) if applicable, each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations Units of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRATrusts. (b) Dealer agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor Equinox promptly in writing of any such action or eventevent described in (i), (ii) or (iii) above. (c) Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject that (i) it is solely responsible for all suitability determinations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, the Distributor Trusts to Dealer’s customers and that (ii) Equinox has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) Dealer agrees to be bound by, by and to comply with, with all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA identified hereinFINRA.

Licensing. Sellers acknowledge that, before Purchaser can operate certain of the Branch Offices, Purchaser must obtain licenses to do so and those licenses must permit Purchaser to conduct business under the name of "UC Lending ". Purchaser shall apply for and diligently pursue obtaining those licenses with the objective that it will obtain all such licenses prior to the Closing. In the event Purchaser is unable to secure prior to the Closing all such licenses, then, (a) Dealer represents and warrants that: with respect to each Branch Office for which Purchaser requires further licenses to operate, until such time as Purchaser secures such further licenses, (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); Purchaser shall not hire any of Sellers' employees in that Branch Office, (ii) it is a member in good standing of to the Financial Industry Regulatory Authority (“FINRA”) extent legally permissible, Purchaser shall operate, at its expense, each such Branch Office under Sellers' licenses, and authorized per its membership agreement to distribute shares of registered investment companies; (iii) if applicableto the extent legally permissible, it is licensed loans produced by such Branch Offices shall be closed in the appropriate regulatory agency name of each state Sellers and funded by and simultaneously assigned to Purchaser, (b) in the event Sellers in good faith and acting reasonably determine that Purchaser's loan origination products offered or other jurisdiction underwriting guidelines being used in which it will offer and sell Shares; a Branch Office after the Closing under Sellers' licenses violate applicable law, rules or regulations or otherwise present Sellers with an undue or material risk of loss, then Sellers shall provide Purchaser with notice that Sellers object (iv) if applicable, each of its principals, directors, officers, employeesincluding reasonable detail as to the reasons for Sellers' objections), and agents who will participate Purchaser shall cease such activity (provided, however, that Sellers shall not object to the continued use after Closing of any loan origination product offered or underwriting guidelines used during the Interim Period that does not otherwise be involved in the offer violate applicable law, rules or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”regulations); , and (vic) during the term of this AgreementPurchaser shall indemnify and hold harmless Sellers from and against any and all claims asserted against and damages, it will abide by all applicable lawsobligations, rules liabilities and regulations, including the rules and regulations of the SEC and of FINRA expenses (including, without limitation, reasonable attorneys fees and disbursements) incurred by Sellers in connection with Purchaser's operation of such Branch Offices after the Conduct Rules Closing. With respect to each jurisdiction for which Purchaser does not, at the time of FINRA. (b) Dealer agrees that: the Closing, have all requisite licenses to operate one or more Branch Offices within that jurisdiction, Sellers shall use reasonable, commercial efforts to maintain their licenses in such jurisdiction until the earlier to occur of (i) termination or suspension of its registration with the SEC; such time as Purchaser obtains all required licenses in such jurisdiction or, (ii) termination in the case of New York, the day that is nine (9) months and, in the case of all other jurisdictions, the day that is six (6) months after the Closing Date. In order to facilitate Purchaser's ability to obtain the licenses as described above, Sellers agree that Purchaser, prior to the Closing, may make such applications or suspension filings as are necessary to use the name "UC Lending " in all jurisdictions in which there exists any Branch Office, and Sellers will provide Purchaser with a letter specifically authorizing the same, which Purchaser may include as a part of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state applications or other jurisdiction filings; provided, however, that (x) Purchaser's use of such name under the applications or other filings shall not be effective until June 1, 1999, (y) Purchaser shall not use such name until the Closing occurs and, (z) in which the Shares are offered shall cause the automatic termination of this Agreement. ▇▇▇▇▇▇ further agrees to notify the Distributor promptly in writing of any such action or event. (c) Dealer agrees that event this Agreement is in all respects subject terminated pursuant to the Conduct Rules of FINRA and Section 9.1 or 9.4, Purchaser shall withdraw its applications or other filings to use such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject to the indemnification described in Section 9 of this Agreement, the Distributor has no responsibility for the manner of Dealer’s performance of, or for acts or omissions in connection with, the duties and activities performed by Dealer under this Agreementname. (d) Dealer agrees to be bound by, and to comply with, all applicable federal, state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified herein.

Licensing. (a) a. Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesShares of the Fund; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRA. (b) b. Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall immediately cause the automatic termination of this Agreement. ▇▇▇▇▇▇ Dealer further agrees to notify the Distributor promptly in writing of any such action or event. (c) c. Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject to the indemnification described in Section 9 of this Agreement, the Distributor has no responsibility for the manner of Dealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by Dealer performs under this Agreement. (d) d. Dealer agrees to be bound by, and to comply with, all applicable federal, federal and state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including, but not limited to, securities laws, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified hereinFINRA.

Licensing. (a) Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and authorized per its membership agreement to distribute shares of registered investment companies; (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRA. (b) Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Shares are offered shall cause the automatic termination of this Agreement. ▇▇▇▇▇▇ further agrees to notify the Distributor promptly in writing of any such action or event. (c) Dealer agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that, subject to the indemnification described in Section 9 of this Agreement, the Distributor has no responsibility for the manner of Dealer’s performance of, or for acts or omissions in connection with, the duties and activities performed by Dealer under this Agreement. (d) Dealer agrees to be bound by, and to comply with, all applicable federal, state and foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA identified herein.