Common use of Marketing Materials Clause in Contracts

Marketing Materials. The Participant represents, warrants and agrees that it will not make any representations concerning a Fund, the Trust, Creation Units or Shares other than those contained in the 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 a Fund, Creation Units or Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for the Participant’s internal use only or brokerage communications prepared by the Participant in the normal course of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) (“Marketing Materials”), except such Marketing Materials as may be furnished to the Participant by the Distributor and such other Marketing Materials as may be approved in writing by the Distributor. The Participant understands that the Funds may not be advertised or marketed as open-end investment companies (i.e., as mutual funds) that offer redeemable securities, and that any advertising materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of 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 a Fund (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. The Participant acknowledges that the Trust, Distributor, Transfer Agent, the Trust’s investment adviser and their affiliates may disclose that the Participant is acting as an authorized participant with respect to the Trust’s Shares and has entered into this Agreement.

Marketing Materials. The Participant represents, warrants and agrees that it will not make any representations concerning a the Fund, the Trust, Creation Units or Shares other than those contained in the 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 a the Fund, Creation Units or Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for the Participant’s internal use only or brokerage communications prepared by the Participant in the normal course of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) (“Marketing Materials”), except such Marketing Materials as may be furnished to the Participant by the Distributor and such other Marketing Materials as may be approved in writing by the Distributor. The Participant understands that the Funds Fund may not be advertised or marketed as an open-end investment companies company (i.e., as a mutual fundsfund) that offer offers redeemable securities, and that any advertising materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of 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 a the Fund (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. The Participant acknowledges that the TrustTrustee, Distributor, Transfer Agent, the Trust’s investment adviser sponsor, PDR Services LLC (“Sponsor”) and their affiliates may disclose that the Participant is acting as an authorized participant with respect to the Trust’s Shares and has entered into this Agreement.

Marketing Materials. The Participant represents, warrants and agrees that it will not make any representations concerning a Fund, the Trust, Creation Units or Shares other than those contained in the 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 a Fund, Creation Units or Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for the Participant’s internal use only or brokerage communications prepared by the Participant in the normal course of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) (“Marketing Materials”), except such Marketing Materials as may be furnished to the Participant by the Distributor and such other Marketing Materials as may be approved in writing by the Distributor. The Participant understands that the Funds may not be advertised or marketed as open-end investment companies (i.e.companies, as mutual funds, or exchange-traded funds (ETFs) that offer redeemable securities, and that any advertising materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of 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 a Fund (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. The Participant acknowledges that the Trust, Distributor, Transfer Agent, the Trust’s investment adviser and their affiliates may disclose that the Participant is acting as an authorized participant with respect to the Trust’s Shares and has entered into this Agreement.

Marketing Materials. The Participant represents, warrants warrants, and agrees that it will not make make, in connection with any sale or solicitation of a sale of Shares, any representations concerning a FundShares, the TrustTrust or the Funds, Creation Units or Shares other than those contained in not inconsistent with the Prospectus Funds' then-current Prospectuses or in any promotional materials or sales literature Marketing Materials (as defined below) furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person person, or display or publish publish, any information or materials relating to a FundShares, Creation Units or Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for the Participant’s internal use only or brokerage communications prepared by the Participant in the normal course of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) (“"Marketing Materials”"), except unless such Marketing Materials as may be are furnished to the Participant by the Distributor and such other Marketing Materials as may be or approved in writing by the DistributorDistributor prior to use. The Participant understands that the Funds may Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) that offer redeemable securitiesfund, and that any advertising materials Marketing Materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the Trustredeemable. In addition, the Participant understands that any advertising material Marketing Materials that addresses redemptions address redemption of Shares, including the ProspectusProspectuses, will disclose that the owners of Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in whole Creation Unit aggregations onlyUnits. Notwithstanding anything to the foregoingcontrary in this Agreement, the Participant or an and its affiliate of the Participant may, without the written approval of the Distributor, prepare and circulate in the regular course of its business their businesses, research reports reports, sales literature, and other similar materials that include information, opinions opinions, or recommendations relating to a Fund (i) for public disseminationShares, provided that such research reports compare reports, sales literature, and other similar materials comply with applicable NASO rules (or comparable FINRA rules, if such NASD rules are subsequently renamed, repealed, rescinded, or are otherwise replaced by FINRA rules). Note the relative merits and benefits standi ng anything to the contrary in this Agreement, Marketing Materials shall not include: (i) written materials of Shares any kind that generally mention a Fund without recommending the Fund (including in connection with other a list of products and are not used for purposes sold through the Participant or in the context of marketing Shares and 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 ParticipantParticipant in the normal course of its business, and (iv) research reports; provided, however, that any such materials prepared by the Participant comply with applicable FINRA rules and other applicable laws, rules and regulations. The Distributor will provide, or cause to be provided, to the Participant acknowledges copies of the then-current Prospectuses and any printed supplemental information in reasonable quantities upon request. The Distributor will notify the Participant when a revised, supplemented or amended Prospectus for any Fund is available and deliver or otherwise make available to the Participant copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Participant to comply with any obligation it may have to deliver such Prospectus to its customers. As a general matter, the Distributor will make such revised, supplemented, or amended Prospectuses available to the Participant no later than its effective date. The Distributor agrees that the Trust, names and addresses and other information concerning Participant's customers are and shall remain the sole property of the Participant and none of the Distributor, Transfer Agentthe Trust or any of their respective affiliates shall use such names, addresses or other information concerning Participant's customers for any purpose except in connection with the Trust’s investment adviser performance of their duties and their affiliates responsibilities hereunder and except for servicing, or as may disclose that the Participant is acting as an authorized participant with respect to the Trust’s Shares and has entered into this Agreementotherwise be required by applicable law.

Marketing Materials. The Participant represents, warrants and agrees that it will not make any representations concerning a Fund, the a Trust, Creation Units or Shares other than those contained in the 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 a Fund, Creation Units or Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for the Participant’s 's internal use only or brokerage communications prepared by the Participant in the normal course of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) (“"Marketing Materials”"), except such Marketing Materials as may be furnished to the Participant by the Distributor and such other Marketing Materials as may be approved in writing by the Distributor. The Participant understands that the Funds may not be advertised or marketed as open-end investment companies (i.e., as mutual funds) that offer redeemable securities, and that any advertising materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the applicable Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the applicable Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of 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 a Fund (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. The Participant acknowledges that the Trust, Distributor, Transfer Agent, the Trust’s 's investment adviser and their affiliates may disclose that the Participant is acting as an authorized participant with respect to the a Trust’s 's Shares and has entered into this Agreement.

Marketing Materials. The Participant represents, warrants warrants, and agrees that that, except in respect to independent research published by the Participant relating to the Shares, market color commentaries, internal use only material, training and educational material and brokerage communications (together, “Excepted Materials”), it will not make make, in connection with any sale or solicitation of a sale of Shares, any representations concerning a FundShares, the TrustTrust or the Funds, Creation Units or Shares other than those contained in not inconsistent with the Prospectus Funds’ then current Prospectuses or in any promotional materials or sales literature furnished to the Participant by the DistributorDistributor or Trust or any other information and materials filed by the Trust or any Fund with the SEC. The Participant agrees not to furnish or cause to be furnished to any person person, or display or publish publish, any information or materials relating to a FundShares, Creation Units or Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for the Participant’s internal use only or brokerage communications prepared by the Participant in the normal course of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) excluding Excepted Materials (“Marketing Materials”), except such Marketing Materials as may be furnished to the Participant by the Distributor and such other Marketing Materials as may be approved in writing by the Distributor. The Participant understands that the Funds may Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) that offer redeemable securitiesfund, and that any advertising materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the Trustredeemable. In addition, the Participant understands that any advertising material that addresses redemptions redemption of Shares, including the Prospectus, Shares will disclose that the owners of Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Unit aggregations onlyUnits. Notwithstanding anything to the foregoingcontrary in this Agreement, the Participant or an and its affiliate of the Participant may, without the written approval of the Distributor, prepare and circulate in the regular course of its business their businesses, research reports reports, sales literature, correspondence and other similar materials that include information, opinions opinions, or recommendations relating to a Fund (i) for public disseminationShares, provided that such research reports compare reports, sales literature, and other similar materials comply with applicable NASD rules (or comparable FINRA rules, if such NASD rules are subsequently renamed, repealed, rescinded, or are otherwise replaced by FINRA rules. Except as required by court order or as required by any regulatory or self-regulatory authority of competent jurisdiction, the relative merits Distributor agrees that it will not, without prior written consent of the Participant, use in advertising or Marketing Materials the name of the Participant or any affiliate of the Participant, any trade name, trademark, trade device, service mxxx, symbol or any abbreviation, contraction or simulation thereof owned by the Participant or any of its affiliates or represent, directly or indirectly, that any product or any service provided or distributed by the Trust or the Distributor has been approved or endorsed by the Participant or any of its affiliates or that the Participant acts as underwriter, distributor or selling group member with respect to the Shares. The Distributor represents on behalf of the Trust that it will not identify or name the Participant in the Registration Statement, the Prospectus, or in any marketing materials for any Fund without the prior written consent of the Participant. If the Participant agrees to be identified in any of such documents, upon the termination of this Agreement and benefits to the extent applicable, the Distributor agrees for itself and on behalf of Shares with other products and are not used for purposes of marketing Shares the trust to (i) remove any reference to the Participant from such documents, and (ii) for internal use by the Participant. The Participant acknowledges that the Trust, Distributor, Transfer Agent, update the Trust’s investment adviser and their affiliates may disclose that website to remove any identification of the Participant is acting as an authorized participant with respect of the Funds. This provision shall survive termination or expiration of the Agreement. The Distributor will provide, or cause to be provided, to the Trust’s Shares Participant copies of the then current Prospectuses and has entered into this Agreementany printed supplemental information in reasonable quantities upon request.

Marketing Materials. The Participant representsSeller has provided Purchaser with no written description of the Unit except for the Public Offering Statement, warrants and agrees that it will not make or except as specifically provided for in this Section 5. Any "model" unit maintained by Seller, any representations concerning a Fundsales center, the Trustpromotional brochures, Creation Units videos, artist renderings or Shares any other than those contained in the Prospectus or in any promotional materials or sales literature furnished marketing material with respect to the Participant by Unit or the DistributorDevelopment (collectively, "Marketing Materials") are not part of the basis of the bargain between Seller and Purchaser. The Participant agrees not All Marketing Materials exhibited or provided to furnish Purchaser with respect to the Unit or cause to be furnished to any person or display or publish any information or materials relating to a Fundthe Development, Creation Units or Shares (including, without limitation, promotional materials any "model" unit maintained by Seller, are for display or illustrative purposes only and sales literaturemay reflect options and/or non-standard items and are not intended to be exactly duplicated. Grades, advertisementsopen areas, press releaseselevations, announcementsdimensions, statementsand the location of walks, postersstairs, signs plantings, and other landscape features, and other interior and exterior features of the Condominium and/or the Development may not precisely conform to those Marketing Materials displayed or provided by Seller. Certain furniture, furnishings, wall and floor coverings, light fixtures, bookcases and other built-ins, and other decorative features and the like, as displayed in any "model" unit or other similar materialsMarketing Materials, but are for display purposes only and are not including any materials prepared and used considered a part of the Unit for the Participant’s internal use only or brokerage communications prepared by the Participant in the normal course purposes of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) (“Marketing Materials”), except such Marketing Materials as may be furnished to the Participant by the Distributor and such other Marketing Materials as may be approved in writing by the Distributorthis Agreement. The Participant understands that the Funds location of wall switches, thermostats, chases, plumbing, electrical outlets, and similar items may vary from unit to unit and may not be advertised as shown in any "model" unit or marketed as open-end investment companies (i.e., as mutual funds) that offer redeemable securities, and that any advertising materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the Trustother Marketing Materials. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of 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 a Fund (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. The Participant acknowledges that the Trust, Distributor, Transfer Agent, the Trust’s investment adviser and their affiliates may disclose that the Participant is acting as an authorized participant with respect to the Trust’s Shares and has entered into this AgreementPURCHASER ACKNOWLEDGES ITS UNDERSTANDING THAT ANY MODEL UNIT AND OTHER MARKETING MATERIALS AND ALL ITEMS THEREIN EXHIBITED OR PROVIDED BY SELLER TO PURCHASER ARE SOLELY FOR DISPLAY AND MARKETING PURPOSES AND DO NOT CONSTITUTE A WARRANTY OR REPRESENTATION FROM SELLER THAT PURCHASER'S UNIT WILL CONTAIN THOSE SAME ITEMS OR THAT THE DIMENSIONS OF ROOMS IN THE UNIT WILL BE THE SAME AS IN THE MODEL UNIT OR OTHER MARKETING MATERIALS.

Marketing Materials. The Participant represents, warrants warrants, and agrees that it will not make make, in connection with any sale or solicitation of a sale of Shares, any representations concerning a FundShares, the TrustTrust or the Funds, Creation Units or Shares other than those contained in not inconsistent with the Prospectus Funds’ then current Prospectuses or in any promotional materials or sales literature furnished to the Participant by the DistributorDistributor or Trust or any other information and materials filed by the Trust or any Fund with the SEC. The Participant agrees not to furnish or cause to be furnished to any person person, or display or publish publish, any information or materials relating to a FundShares, Creation Units or Shares (includingexcluding independent research published by the Participant relating to the Shares, without limitationmarket color commentaries, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for the Participant’s internal use only or material, training and educational material and brokerage communications prepared by the Participant in the normal course of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) (“Marketing Materials”), except such Marketing Materials as may be furnished to the Participant by the Distributor and such other Marketing Materials as may be approved in writing by the Distributor. The Participant understands that the Funds may Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) that offer redeemable securitiesfund, and that any advertising materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the Trustredeemable. In addition, the Participant understands that any advertising material that addresses redemptions redemption of Shares, including the Prospectus, Shares will disclose that the owners of Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Unit aggregations onlyUnits. Notwithstanding anything to the foregoingcontrary in this Agreement, the Participant or an and its affiliate of the Participant may, without the written approval of the Distributor, prepare and circulate in the regular course of its business their businesses, materials prepared and used for the Participant’s internal use only, materials that generally mention a Fund without recommending the Fund, research reports reports, sales literature, correspondence institutional communications and other similar materials that include information, opinions opinions, or recommendations relating to a Fund (i) for public disseminationShares, provided that such research reports compare reports, sales literature, and other similar materials comply with applicable NASD rules (or comparable FINRA rules, if such NASD rules are subsequently renamed, repealed, rescinded, or are otherwise replaced by FINRA rules. Except as required by court order or as required by any regulatory or self-regulatory authority of competent jurisdiction, the relative merits Distributor agrees that it will not, without prior written consent of the Participant, use in advertising or Marketing Materials the name of the Participant or any affiliate of the Participant, any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Participant or any of its affiliates or represent, directly or indirectly, that any product or any service provided or distributed by the Trust or the Distributor has been approved or endorsed by the Participant or any of its affiliates or that the Participant acts as underwriter, distributor or selling group member with respect to the Shares. The Distributor represents on behalf of the Trust that it will not identify or name the Participant in the Registration Statement, the Prospectus, or in any marketing materials for any Fund without the prior written consent of the Participant, which shall not be unreasonably withheld. If the Participant agrees to be identified in any of such documents, upon the termination of this Agreement and benefits to the extent applicable, the Distributor agrees for itself and on behalf of Shares with other products and are not used for purposes of marketing Shares the Trust to (i) remove any reference to the Participant from such documents, and (ii) for internal use by the Participant. The Participant acknowledges that the Trust, Distributor, Transfer Agent, update the Trust’s investment adviser and their affiliates may disclose that website to remove any identification of the Participant is acting as an authorized participant with respect of the Funds. This provision shall survive termination or expiration of the Agreement. The Distributor will provide, or cause to be provided, to the Trust’s Shares Participant copies of the then current Prospectuses and has entered into this Agreementany printed supplemental information in reasonable quantities upon request.

Marketing Materials. The Participant represents, warrants and agrees that it will not make any representations concerning a Fund, the Trust, Creation Units or Shares other than those contained in the 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 a Fund, Creation Units or Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for the Participant’s 's internal use only or brokerage communications prepared by the Participant in the normal course of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) (“"Marketing Materials”"), except such Marketing Materials as may be furnished to the Participant by the Distributor and such other Marketing Materials as may be approved in writing by the Distributor. The Participant understands that the Funds may not be advertised or marketed as open-end investment companies (i.e., as mutual funds) that offer redeemable securities, and that any advertising materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of 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 a Fund (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. The Participant acknowledges that the Trust, Distributor, Transfer Agent, the Trust’s 's investment adviser and their affiliates may disclose that the Participant is acting as an authorized participant with respect to the Trust’s 's Shares and has entered into this Agreement.

Marketing Materials. Distributor shall ensure that all of its marketing materials at all times comply with the latest ZO SKIN HEALTH sales and technical literature. All marketing materials created by a Party shall be reviewed and responded to in writing within 15 business days by the other Party. The Participant representsParties agree to consult in good faith to resolve any issues relating to such materials, warrants and agrees that it will not make however ZO SKIN HEALTH has the sole right to reject, in its discretion, any representations concerning a Fund, the Trust, Creation Units or Shares other than those contained in the Prospectus or in any Distributor marketing materials solely related to ZO SKIN HEALTH. If Distributor's marketing materials contain promotional materials or sales literature furnished related to both Parties' products, ZO SKIN HEALTH shall have the Participant by the Distributor. The Participant agrees not right to furnish or cause to be furnished to any person or display or publish any information or materials relating to a Fund, Creation Units or Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar approve all marketing materials, but however, such approval shall not including any be unreasonably withheld. Such marketing materials prepared shall contain copyright, trademark and used for the Participant’s internal use only or brokerage communications accreditation notices as prepared by the Participant in the normal course of its business and consistent with the Prospectus and ZO SKIN HEALTH in accordance with applicable laws laws. An approved sub-distributor shall not be permitted to create any marketing materials with respect to Products or Related Products. Further, the name “ Obagi” may only be used to sell, market, or advertise products or services if “Obagi” is part of the phrase “by Xxxx Xxxxx, M.D.” and regulations) (so long as the phrase “Marketing Materials”)by Xxxx Xxxxx, except such Marketing Materials as M.D.” appears in a font size not materially different than the proportional relationship to the font size of “ZO SKIN HEALTH” that is shown in Exhibit C, which may be furnished modified by ZO SKIN HEALTH from time to the Participant by the Distributor and such other Marketing Materials as may be approved in writing by the Distributor. The Participant understands that the Funds may not be advertised or marketed as open-end investment companies (i.e., as mutual funds) that offer redeemable securities, and that any advertising materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations onlytime. Notwithstanding the foregoing, ZO SKIN HEALTH may terminate Distributor’s right to use the Participant name “Obagi” at any time upon written notice to Distributor. Under no circumstances shall the name “Obagi” be used as part of any domain name or an affiliate other designation or branding of Distributor or its business. Any violation of the Participant may, without the written approval of the Distributor, prepare and circulate requirements set forth in the regular course foregoing clauses of its business research reports this Section 4.7 shall be considered a material breach of this Agreement. Notwithstanding the foregoing, any marketing materials that include informationconsistent, opinions or recommendations relating to a Fund (i) for public disseminationin all material respects, 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 materials previously reviewed by the Participantother Party, need not be submitted for review absent any material changes. The Participant acknowledges that the Trust, Distributor, Transfer Agent, the Trust’s investment adviser and their affiliates may disclose that the Participant is acting as an authorized participant with respect In addition to the Trust’s Shares and has entered into this Agreement.foregoing, Distributor shall:

Marketing Materials. The Participant represents, warrants warrants, and agrees that it will not make make, in connection with any sale or solicitation of a sale of Shares, any representations concerning a FundShares, the TrustTrust or the Funds, Creation Units or Shares other than those contained in the Prospectus Funds’ then current Prospectuses or in any promotional materials or sales literature Marketing Materials (as defined below) furnished to the Participant by the DistributorDistributor or Trust or any other information and materials filed by the Trust or any Fund with the SEC. The Participant agrees not to furnish or cause to be furnished to any person person, or display or publish publish, any information or materials relating to a FundShares, Creation Units or Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for the Participant’s internal use only or brokerage communications prepared by the Participant in the normal course of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) (“Marketing Materials”), except unless such Marketing Materials as may be are furnished to the Participant by the Distributor and such other Marketing Materials as may be or approved in writing by the DistributorDistributor prior to use. The Participant understands that the Funds may Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) that offer redeemable securitiesfund, and that any advertising materials Marketing Materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the Trustredeemable. In addition, the Participant understands that any advertising material Marketing Materials that addresses redemptions address redemption of Shares, including the ProspectusProspectuses, will disclose that the owners of Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in whole Creation Unit aggregations onlyUnits. Notwithstanding anything to the foregoingcontrary in this Agreement, the Participant or an and its affiliate of the Participant may, without the written approval of the Distributor, prepare and circulate in the regular course of its business their businesses, research reports reports, sales literature, institutional communications, sales commentary, desk commentary, correspondence and other similar materials that include information, opinions opinions, or recommendations relating to a Fund Shares, (i) for public disseminationdissemination through applicable channels, 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 or (ii) for internal use by Participant, provided such materials comply with applicable NASD rules (or comparable FINRA rules, if such NASD rules are subsequently renamed, repealed, rescinded, or are otherwise replaced by FINRA rules). Notwithstanding anything to the contrary in this Agreement, Marketing Materials shall not include: (i) written materials of any kind that generally mention a Fund without recommending the Fund (including in connection with a list of products sold through the 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; provided, however, that any such materials prepared by the Participant comply with applicable FINRA rules and other applicable laws, rules and regulations. The Distributor will provide, or cause to be provided, to the Participant acknowledges copies of the then current Prospectuses and any printed supplemental information in reasonable quantities upon request. The Distributor will notify the Participant when a revised, supplemented or amended Prospectus for any Fund is available and deliver or otherwise make available to the Participant copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Participant to comply with any obligation it may have to deliver such Prospectus to its customers. As a general matter, the Distributor will make such revised, supplemented or amended Prospectuses available to the Participant no later than its effective date. The Distributor agrees that the Trust, names and addresses and other information concerning Participant’s customers are and shall remain the sole property of the Participant and none of the Distributor, Transfer Agentthe Trust or any of their respective affiliates shall use such names, addresses or other information concerning Participant’s customers for any purpose except in connection with the Trust’s investment adviser performance of their duties and their affiliates responsibilities hereunder and except for servicing, or as may disclose that the Participant is acting as an authorized participant with respect to the Trust’s Shares and has entered into this Agreementotherwise be required by applicable law.

Marketing Materials. The Participant represents, warrants and agrees that it will not make any representations concerning a Fund, the Trust, Creation Units or Shares other than those contained in the 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 a Fund, Creation Units or Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials, but not including any materials prepared and used for the Participant’s internal use only or brokerage communications prepared by the Participant in the normal course of its business and consistent with the Prospectus and in accordance with applicable laws and regulations) (“"Marketing Materials”"), except such Marketing Materials as may be furnished to the Participant by the Distributor and such other Marketing Materials as may be approved in writing by the Distributor. The Participant understands that the Funds may not be advertised or marketed as open-end investment companies (i.e., as mutual funds) funds that offer redeemable securities, and that any advertising materials will prominently disclose that the Shares are not individually redeemable shares of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, Shares will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, without the written approval of the Distributor, prepare and circulate in the regular course of its business business: (a) brokerage communications prepared by the Participant, which are consistent with the Prospectus and with applicable laws and regulations); and (b) research reports that include information, opinions or recommendations relating to a Fund (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 or (ii) for internal use only by the ParticipantParticipant ("Broker Materials"). The Participant acknowledges that the Trust, Distributor, Transfer Agent, the Trust’s 's investment adviser and their affiliates may disclose that the Participant is acting as an authorized participant with respect to the Trust’s 's Shares and has entered into this Agreement.