Common use of MARKETING MATERIALS AND REPRESENTATIONS Clause in Contracts

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that, in connection with the offer and sale of the Shares, the Participant shall not make any representations concerning Shares, the Trust, or the Series, other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust and the Distributor. The Participant understands that the Trust or any of the Trust’s Series shall not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials shall prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, shall disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units only. Notwithstanding anything to the contrary in this Agreement, the Participant and the Participant’s affiliates, without the approval of the Distributor or the Trust, may prepare and circulate, in the regular course of the Participant’s and the Participant’s affiliates’ businesses, research, reports, sales literature, institutional communications (as said term is defined in FINRA Rule 2210 or any successor rule), correspondence (as said term is defined in FINRA Rule 2210 or any successor rule), and other similar materials in compliance with applicable FINRA rules. The Participant agrees that any representation or statement in said research, reports, sales literature, institutional communications, correspondence, and other similar materials shall not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said materials include statements of fact regarding the Shares, said statements of fact shall be consistent with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, reports, sales literature, institutional communications, correspondence, and other similar materials used by the Participant and the Participant’s employees. Participant agrees that, so long as this Agreement remains in effect, the Participant may be identified or named as an “Authorized Participant,” in any materials relating to relevant Series, the Trust or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that, in connection with the offer and sale of the Shares, that the Participant shall not make any representations concerning Shares, the Trust, or the Series, other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust and the Distributor. The Participant understands that the Trust or any of the Trust’s Series shall not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials shall prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, shall disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units only. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and the Participant’s affiliates, without the written approval of the Distributor Trust or the TrustDistributor, may prepare and circulate, circulate in the regular course of the Participant’s and the Participant’s affiliates’ businessesbusiness or for internal use, research, reports, research reports institutional sales literature, institutional communications literature (as said such term is in defined in FINRA NASD Rule 2210 2211 or any successor rule), correspondence (as said such term is defined in FINRA NASD Rule 2210 2211 or any successor rule), and other similar materials in compliance that include information, opinions, or recommendations relating to Shares; provided, that said materials comply with applicable NASD rules (or comparable FINRA rules, if said NASD rules subsequently are repealed, rescinded, or otherwise are replaced by FINRA rules) and are not used for purposes of marketing Shares. The Participant agrees that any representation or statement in said research, such reports, sales literature, institutional correspondence, communications, correspondence, and or other similar materials shall not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said materials include statements of fact regarding the Shares, said statements of fact shall be consistent with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, reports, sales literature, institutional correspondence, communications, correspondence, and or other similar materials used by the Participant and the Participant’s employeesmaterials. Participant agrees that, so long as this Agreement remains in effect, the Participant may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to relevant Series, the Trust or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, warrants and agrees that, in connection with the offer and sale of the Shares, the Participant shall that it will not make any representations concerning Shares, the Trust, Trust or the Series, any Series other than those contained in or consistent with the Trust’s then current Prospectus for each Series or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust and the Distributor. The Participant understands that the Trust or any of the Trust’s its Series shall will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials shall will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, shall will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units Unit aggregations only. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and the Participant’s affiliates, may without the written approval of the Distributor Trust or the Trust, may Distributor prepare and circulate, circulate in the regular course of the Participant’s and the Participant’s affiliates’ businessesits business or for internal use, research, reports, research reports institutional sales literature, institutional communications literature (as said such term is in defined in FINRA NASD Rule 2210 2211 or any successor rule), correspondence (as said such term is defined in FINRA NASD Rule 2210 2211 or any successor rule), ) and other similar materials in compliance that include information, opinions or recommendations relating to Shares, provided that such materials comply with applicable NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials shall will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said such materials include statements of fact regarding the Shares, said such statements of fact shall will be consistent with the ProspectusProspectus of the Series to which such Shares relate. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials used by the Participant and the Participant’s employeesmaterials. Participant agrees that, so long as this Agreement remains in effect, the Participant it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to relevant any Series, the Trust or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, warrants and agrees that, in connection with the offer and sale of the Shares, the Participant shall that it will not make any representations concerning Shares, the Trust, or the Series, Shares other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust and the Distributor. The Participant understands that the Trust or any of the Trust’s its Series shall will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials shall will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, shall will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units Unit aggregations only. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and the Participant’s affiliates, may without the written approval of the Distributor Trust or the Trust, may Distributor prepare and circulate, circulate in the regular course of the Participant’s and the Participant’s affiliates’ businessesits business or for internal use, research, reports, research reports institutional sales literature, institutional communications literature (as said such term is in defined in FINRA NASD Rule 2210 2211 or any successor rule), correspondence (as said such term is defined in FINRA NASD Rule 2210 2211 or any successor rule), ) and other similar materials in compliance that include information, opinions or recommendations relating to Shares, provided that such materials comply with applicable NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials shall will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said such materials include statements of fact regarding the Shares, said such statements of fact shall will be consistent with wit the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials used by the Participant and the Participant’s employeesmaterials. Participant agrees that, so long as this Agreement remains in effect, the Participant it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to relevant any Series, the Trust or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that, in connection with the offer and sale of the Shares, the Participant shall that it will not make any representations concerning Fund Shares, the Trust, Trust or the SeriesFunds in any Marketing Materials, as defined below, other than those contained in or consistent with the Trust’s Funds’ then current Prospectus Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, written promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materialsmaterials relating to Fund Shares (“Marketing Materials”), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust Distributor. The Distributor agrees (i) to respond to the Participant as soon as practicable, upon receipt of such Marketing Materials approval request from the Participant, and (ii) that such approval shall not be unreasonably withheld. Marketing Materials shall not include, for all purposes under this Agreement: (i) written materials of any kind that generally mention a Fund without recommending the DistributorFund (including in connection with a list of products sold through Participant or in the context of asset allocations), (ii) materials prepared and used for the Participant’s internal use only, (iii) brokerage communications, including correspondence and institutional communications, as defined under FINRA rules, prepared by the Participant in the normal course of its business and (iv) research reports as described this Section 4. The Participant understands that the Trust or any of the Trust’s Series shall Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) which offer redeemable securitiesfund, and that any advertising materials shall Marketing Materials will prominently disclose that the individual Fund Shares are not redeemable units of beneficial interest in the Trustindividually redeemable. In addition, the Participant understands that any advertising material Marketing Material that addresses redemptions redemption of Shares, including the Prospectus, shall Fund Shares will disclose that the owners of Fund Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Units onlyUnits. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and the Participant’s affiliates, may without the written approval of the Distributor or the Trust, may prepare and circulate, circulate in the regular course of the Participant’s and the Participant’s affiliates’ businessesits business research reports that include information, researchopinions, reportsor recommendations relating to Fund Shares for public dissemination, sales literature, institutional communications (as said term is defined in FINRA Rule 2210 or any successor rule), correspondence (as said term is defined in FINRA Rule 2210 or any successor rule), and other similar materials in compliance provided that such research reports comply with applicable FINRA rules. The Participant agrees that any representation or statement in said research, reports, sales literature, institutional communications, correspondence, and other similar materials shall not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said materials include statements of fact regarding the Shares, said statements of fact shall be consistent with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, reports, sales literature, institutional communications, correspondence, and other similar materials used by the Participant and the Participant’s employees. Participant agrees that, so long as this Agreement remains in effect, the Participant may be identified or named as an “Authorized Participant,” in any materials relating to relevant Series, the Trust or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Serieslaw.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, warrants and agrees that, in connection with the offer and sale of the Shares, the Participant shall that it will not make any representations concerning Shares, the Trust, or the Series, Shares for marketing purposes other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the DistributorDistributor or as otherwise approved in writing by Distributor or the Trust. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials for marketing purposes relating to the Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust and the Distributor. The Participant understands that the Funds comprising the Trust or any of the Trust’s Series shall will not be advertised or marketed as open-end investment companies (companies, i.e., as mutual funds) , which offer redeemable securities, and that any advertising materials shall will prominently disclose that the individual Shares are not individually redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Trust’s Prospectus, shall will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units Unit aggregations only. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and or an affiliate of the Participant’s affiliatesParticipant may, without the written approval of the Distributor or the TrustDistributor, may prepare and circulate, circulate in the regular course of its business research reports that include information, opinions or recommendations relating to the Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Shares with other products and are not used for purposes of marketing Shares and (ii) for internal use by the Participant’s and the Participant’s affiliates’ businesses, research, reports, sales literature, institutional communications (as said term is defined in FINRA Rule 2210 or any successor rule), correspondence (as said term is defined in FINRA Rule 2210 or any successor rule), and other similar materials in compliance with applicable FINRA rules. The Participant agrees that any representation or statement in said research, reports, sales literature, institutional communications, correspondence, and other similar materials shall not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said materials include statements of fact regarding the Shares, said statements of fact shall be consistent with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, reports, sales literature, institutional communications, correspondence, and other similar materials used by the Participant and the Participant’s employees. Participant agrees that, so long as this Agreement remains in effect, the Participant may be identified or named as an “Authorized Participant,” in any materials relating to relevant Series, the Trust or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, warrants and agrees that, in connection with the offer and sale of the Shares, the Participant shall that it will not make any representations concerning Shares, the Trust, Company or the Series, any Fund other than those contained in or consistent with the Trust’s then current Prospectus for each Fund or in any promotional materials or sales literature furnished to the Participant by the Company or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust Company or the Distributor and such other information and materials as may be approved in writing by the Trust Company and the Distributor. The Participant understands that the Trust Company or any of the Trust’s Series shall its Fund will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials shall will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the TrustCompany. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, shall will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust Company in Creation Units Unit aggregations only. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and the Participant’s affiliates, may without the written approval of the Distributor Company or the Trust, may Distributor prepare and circulate, circulate in the regular course of the Participant’s and the Participant’s affiliates’ businessesits business or for internal use, research, reports, research reports institutional sales literature, institutional communications literature (as said such term is in defined in FINRA NASD Rule 2210 2211 or any successor rule), correspondence (as said such term is defined in FINRA NASD Rule 2210 2211 or any successor rule), ) and other similar materials in compliance that include information, opinions or recommendations relating to Shares, provided that such materials comply with applicable NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials shall will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said such materials include statements of fact regarding the Shares, said such statements of fact shall will be consistent with the ProspectusProspectus of the Fund to which such Shares relate. As between the Trust Company and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials used by the Participant and the Participant’s employeesmaterials. Participant agrees that, so long as this Agreement remains in effect, the Participant it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to relevant Seriesany Fund, the Trust Company or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, warrants and agrees that, in connection with the offer and sale of the Shares, the Participant shall that it will not make any representations concerning Shares, the Trust, Trust or the Series, any Series other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributorfor each Series. The Participant agrees not to furnish or cause to be furnished to any person or to display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust Distributor or the Distributor Sponsor and such other information and materials as may be prepared by or for Participant and approved in writing by the Trust and the Distributor. The Participant understands that the Trust or any of the Trust’s Series shall not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials shall prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, shall disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units only. Notwithstanding anything to the contrary in this Agreement, the Participant and the Participant’s affiliates, without the approval of the Distributor or the Trust, may prepare and circulate, in the regular course of the Participant’s and the Participant’s affiliates’ businesses, research, reports, sales literature, institutional communications (as said term is defined in FINRA Rule 2210 or any successor rule), correspondence (as said term is defined in FINRA Rule 2210 or any successor rule), and other similar materials in compliance with applicable FINRA rules. The Participant agrees that any representation or statement in said research, such reports, institutional sales literature, institutional communications, correspondence, and correspondence or other similar materials shall prepared by or for Participant will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said such materials include statements of fact regarding the Shares, said such statements of fact shall will be consistent with the ProspectusProspectus of the Series to which such Shares relate. As between the Trust Trust, Sponsor and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, all reports, sales literature, institutional communications, correspondence, and communications or other similar materials used regarding any Series or Shares prepared by it, notwithstanding that such materials were approved by the Participant and the Participant’s employeesDistributor. Participant agrees that, so long as this Agreement remains in effect, the Participant it may be identified or named as an “Authorized Participant,” “underwriter” or any similar designation, in any materials relating to relevant Seriesthe applicable Series for which Participant is acting or the Trust, the Trust if requested or required to so identify Participant or as may be necessary to meet the requirements of applicable legal requirementsLaws. The Distributor agrees that Participant acknowledges that, in addition to satisfying the Distributor shall notprospectus delivery and disclosure requirements of the 1933 Act, it and shall cause any other participant in the Trust and each relevant Series not to, mention distribution of the Shares purchased by the Participant by name in have an obligation to comply with applicable prospectus delivery requirements under the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any SeriesCEA.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, warrants and agrees that, in connection with the offer and sale of the Shares, the Participant shall that it will not make any representations concerning Shares, the Trust, Company or the Series, any Fund other than those contained in or consistent with the Trust’s then current Prospectus for each Fund or in any promotional materials or sales literature furnished to the Participant by the Company or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust Company or the Distributor and such other information and materials as may be approved in writing by the Trust Company and the Distributor. The Participant understands that the Trust Company or any of the Trust’s Series shall its Fund will not be advertised or marketed as open-end investment companies (i.e.companies, as mutual funds) , which offer redeemable securities, or exchange-traded funds (“ETFs”), and that any advertising materials shall will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the TrustCompany. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, shall will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust Company in Creation Units Unit aggregations only. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and the Participant’s affiliates, may without the written approval of the Distributor Company or the Trust, may Distributor prepare and circulate, circulate in the regular course of the Participant’s and the Participant’s affiliates’ businessesits business or for internal use, research, reports, research reports institutional sales literature, institutional communications literature (as said such term is in defined in FINRA NASD Rule 2210 2211 or any successor rule), correspondence (as said such term is defined in FINRA NASD Rule 2210 2211 or any successor rule), ) and other similar materials in compliance that include information, opinions or recommendations relating to Shares, provided that such materials comply with applicable NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials shall will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said such materials include statements of fact regarding the Shares, said such statements of fact shall will be consistent with the ProspectusProspectus of the Fund to which such Shares relate. As between the Trust Company and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials used by the Participant and the Participant’s employeesmaterials. Participant agrees that, so long as this Agreement remains in effect, the Participant it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to relevant Seriesany Fund, the Trust Company or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that, in connection with the offer and sale of the Shares, that the Participant shall not make any representations concerning Shares, the Trust, or the Series, other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust and the Distributor. The Participant understands that the Trust or any of the Trust’s Series shall not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials shall prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, shall disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units only. Notwithstanding anything to the contrary in this Agreement, the Participant and the Participant’s affiliates, without the approval of the Distributor or the Trust, may prepare and circulate, in the regular course of the Participant’s and the Participant’s affiliates’ businesses, research, reports, sales literature, institutional communications (as said term is defined in FINRA Rule 2210 or any successor rule), correspondence (as said term is defined in FINRA Rule 2210 or any successor rule), and other similar materials in compliance with applicable FINRA rules. The Participant agrees that any representation or statement in said research, reports, sales literature, institutional communications, correspondence, and other similar materials shall not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said materials include statements of fact regarding the Shares, said statements of fact shall be consistent with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, reports, sales literature, institutional communications, correspondence, and other similar materials used by the Participant and the Participant’s employeesmaterials. Participant agrees that, so long as this Agreement remains in effect, the Participant may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to relevant Series, the Trust or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that, in connection with the offer and sale of the Shares, the Participant shall not make any representations concerning Fund Shares, the TrustCompany, or the Series, Funds (other than those contained in or consistent with the Trust’s Funds' then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor). The Participant agrees shall not to furnish (or cause to be furnished furnished) to any person or (nor shall it display or publish publish) any written information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materialsmaterials , but excluding written materials of any kind that generally mention a Fund without recommending the Fund (including in connection with a list of products sold through Participant or in the context of asset allocations), materials prepared and used for the Participant's internal use only, and research reports), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust and the Distributor. The Participant understands that the Trust or any of the Trust’s Series Fund shall not be advertised or marketed as an open-end investment companies company (i.e., as a mutual funds) which offer redeemable securitiesfund), and that any all advertising materials shall will prominently disclose that the individual Fund Shares are not redeemable units of beneficial interest in the Trustindividually redeemable. In addition, the Participant understands that any advertising material that addresses redemptions redemption of Shares, including the Prospectus, shall Fund Shares will disclose that the owners of Fund Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Units onlyUnits. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant may (in the regular course of its business and the Participant’s affiliates, without the written approval of the Distributor or the Trust, may Company) prepare and circulatecirculate sales commentary, in the regular course of desk commentary and research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination; (ii) for internal use by the Participant’s and the Participant’s affiliates’ businesses, research, reports, sales literature; or (iii) for research reports (as such term is defined in NYSE Communications Rule 472), institutional communications and correspondence (as said term is such terms are defined in FINRA Rule 2210 or any successor rule), correspondence (as said term is defined in FINRA Rule 2210 or any successor rule), ) and other similar materials in compliance with applicable FINRA rules. The Participant agrees that any representation include information, opinions or statement in said research, reports, sales literature, institutional communications, correspondence, and other similar materials shall not contain any untrue statement of a material fact related recommendations relating to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said materials include statements of fact regarding the Shares, said statements of fact shall be consistent provided that all such communications set out in this sentence comply with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the otherApplicable Law (together, the Participant agrees that the Participant shall be fully responsible and liable for said research, reports, sales literature, institutional communications, correspondence, and other similar materials used by the Participant and the Participant’s employees. Participant agrees that, so long as this Agreement remains in effect, the Participant may be identified or named as an “Authorized Participant,” in any materials relating to relevant Series, the Trust or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series"Broker Materials").

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that, in connection with the offer and sale of the Shares, the Participant shall that it will not make any representations concerning Fund Shares, the Trust, Trust or the SeriesFunds, other than those contained in or consistent with the Trust’s Funds’ then current Prospectus Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust and the Distributor. The Participant understands that the Trust or any of the Trust’s Series shall Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) which offer redeemable securitiesfund, and that any advertising materials shall will prominently disclose that the individual Fund Shares are not redeemable units of beneficial interest in the Trustindividually redeemable. In addition, the Participant understands that any advertising material that addresses redemptions redemption of Shares, including the Prospectus, shall Fund Shares will disclose that the owners of Fund Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Units onlyUnits. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such research reports generally mention one or more Funds without recommending or describing such Fund or Funds and (ii) for internal use by the Participant and consistent with the Fund’s then-current Prospectus and in accordance with applicable rules and regulations. Notwithstanding anything to the contrary in this Agreement, the Participant and the Participant’s affiliatesits affiliates may, without the approval of the Distributor or the Trustany other party, may prepare and circulate, circulate in the regular course of the Participant’s and the Participant’s affiliates’ businesses, their businesses research, reports, sales literature, institutional communications (as said term is defined in FINRA Rule 2210 or any successor rule), correspondence (as said term is defined in FINRA Rule 2210 or any successor rule), reports and other similar materials in compliance that include information, opinions or recommendations relating to Fund Shares; provided that such materials comply with applicable FINRA and SEC rules. The Participant agrees that any representation or statement in said research, reports, sales literature, institutional communications, correspondence, and other similar materials shall not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said materials include statements of fact regarding the Shares, said statements of fact shall be consistent with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, reports, sales literature, institutional communications, correspondence, and other similar materials used by the Participant and the Participant’s employees. Participant agrees that, so long as this Agreement remains in effect, the Participant may be identified or named as an “Authorized Participant,” in any materials relating to relevant Series, the Trust or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, warrants and agrees that, in connection with the offer and sale of the Shares, the Participant shall that it will not make any representations concerning Shares, the Trust, or the Series, Shares other than those contained in or consistent with the Trust’s applicable Series’ then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Company or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust Company or the Distributor and such other information and materials as may be approved in writing by the Trust and Company or the Distributor. The Participant understands that the Trust or any of the Trust’s Series shall Company will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials shall will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the TrustCompany. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, shall will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust Company in Creation Units Unit aggregations only. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and the Participant’s affiliates, may without the written approval of the Distributor Company or the Trust, may Distributor prepare and circulate, circulate in the regular course of the Participant’s and the Participant’s affiliates’ businessesits business or for internal use, research, reports, sales literatureindependently prepared reprints (as such term is defined in FINRA Rule 2210 or any successor rule), institutional communications sales literature (as said such term is defined in FINRA Rule 2210 or any successor rule), correspondence (as said such term is defined in FINRA Rule 2210 or any successor rule), ) and other similar materials in compliance that include information, opinions or recommendations relating to Shares, provided that such materials comply with applicable NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in said researchsuch independently prepared reprints, reports, institutional sales literature, institutional communications, correspondence, and communications or other similar materials shall will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said such materials include statements of fact regarding the Shares, said such statements of fact shall will be consistent with the Prospectus. As between the Trust Company and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, reportssuch independently prepared reprints, sales literature, institutional communications, correspondence, and communications or other similar materials used by the Participant and the Participant’s employeesmaterials. Participant agrees that, so long as this Agreement remains in effect, the Participant it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to relevant any Series, the Trust Company or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, warrants and agrees that, in connection with the offer and sale of the Shares, the Participant shall that it will not make any representations concerning Shares, the Trust, or the Series, Shares other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Company or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust and the Distributor. The Participant understands that the Trust or any of the Trust’s its Series shall will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials shall will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, shall will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units Unit aggregations only. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and the Participant’s affiliates, may without the written approval of the Distributor Trust or the Trust, may Distributor prepare and circulate, circulate in the regular course of the Participant’s and the Participant’s affiliates’ businessesits business or for internal use, research, reports, research reports institutional sales literature, institutional communications literature (as said such term is in defined in FINRA NASD Rule 2210 2211 or any successor rule), correspondence (as said such term is defined in FINRA NASD Rule 2210 2211 or any successor rule), ) and other similar materials in compliance that include information, opinions or recommendations relating to Shares, provided that such materials comply with applicable NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials shall will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said such materials include statements of fact regarding the Shares, said such statements of fact shall will be consistent with wit the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials used by the Participant and the Participant’s employeesmaterials. Participant agrees that, so long as this Agreement remains in effect, the Participant it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to relevant any Series, the Trust or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, warrants and agrees that, in connection with the offer and sale of the Shares, the Participant shall that it will not make any representations concerning Shares, the Trust, Trust or the Series, other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust and the Distributor. The Participant understands that the Trust or any of the Trust’s its Series shall will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials shall will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, shall will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units only. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and the Participant’s affiliates, may without the written approval of the Distributor Trust or the Trust, may Distributor prepare and circulate, circulate in the regular course of the Participant’s and the Participant’s affiliates’ businessesits business or for internal use, research, reports, research reports institutional sales literature, institutional communications literature (as said such term is in defined in FINRA NASD Rule 2210 2211 or any successor rule), correspondence (as said such term is defined in FINRA NASD Rule 2210 2211 or any successor rule), ) and other similar materials in compliance that include information, opinions or recommendations relating to Shares, provided that such materials comply with applicable NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules) and are not used for purposes of marketing Shares. The Participant agrees that any representation or statement in said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials shall will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said such materials include statements of fact regarding the Shares, said such statements of fact shall will be consistent with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said research, such reports, sales literature, institutional communications, correspondence, and communications or other similar materials used by the Participant and the Participant’s employeesmaterials. Participant agrees that, so long as this Agreement remains in effect, the Participant it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to relevant Series, the Trust or as may be necessary to meet applicable legal requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.