Common use of Non-Investment Advisory Services Clause in Contracts

Non-Investment Advisory Services. The Trust hereby employs the Manager to provide certain non-investment advisory services for the ETF, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except as provided in Section 4 or unless otherwise agreed to by the Manager and the Trust, in which case at the Trust’s expense), the following services to the Trust on behalf of the ETF to the extent that any such services are not otherwise provided by any other service provider to the Trust: (i) monitor and evaluate the services provided to the Trust for the benefit of the ETF by the ETF’s custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Trust for the benefit of the ETF; (ii) monitor the preparation of periodic reports and notices of distributions to shareholders of the ETF; (iii) coordinate, monitor and evaluate the daily pricing and valuation of the ETF’s investment portfolio; (iv) monitor the ETF’s compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; (v) assist the ETF to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; (vi) assist the ETF to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Trust in respect of the ETF, including with respect to the preparation of registration statements and other materials in connection with the offering of the ETF’s shares; (vii) monitor and coordinate the provision of trade administration oversight services to the ETF, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; (viii) assist the ETF to conduct meetings of the ETF’s shareholders if and when called by the Board; (ix) furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and (x) provide the shareholders of the ETF with such information regarding the operation and affairs of the ETF, and their investment in its shares, as they or the Trust may reasonably request. The Manager shall determine and make such modifications to the identity and number of shares of the securities to be accepted pursuant to the ETF’s underlying index (for an index exchange-traded fund) or portfolio (for an actively managed exchange-traded fund), as applicable (such securities, the “creation basket”), in exchange for creation units for the ETF, and the securities that will be applicable that day to redemption requests received for the ETF (the “redemption basket”), including as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian or other service provider, as necessary, with respect to such designations). The Manager shall determine the securities to be included in any “custom basket” pursuant to Rule 6c-11 under the Investment Company Act of 1940, as amended (the “1940 Act”), and any compliance policies and procedures of the Trust related thereto. The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Trust under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e., those not specified in this Section 3, for the benefit of the ETF subject to terms mutually agreed upon by the Trust and the Manager. Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the ETF described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the ETF, except as otherwise agreed to by the Manager and the Trust.

Non-Investment Advisory Services. The Trust Fund hereby employs the Manager to provide certain non-investment advisory services for the ETFPortfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except as provided in Section 4 or unless otherwise agreed to by the Manager and the TrustFund, in which case at the TrustFund’s expense), the following services to the Trust Fund on behalf of the ETF Portfolio to the extent that any such services are not otherwise provided by any other service provider to the TrustFund: (i) monitor and evaluate the services provided to the Trust Fund for the benefit of the ETF Portfolio by the ETFPortfolio’s custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Trust Fund for the benefit of the ETFPortfolio; (ii) monitor the preparation of periodic reports and notices of distributions to shareholders of the ETFPortfolio; (iii) coordinate, monitor and evaluate the daily pricing and valuation of the ETFPortfolio’s investment portfolio; (iv) monitor the ETFPortfolio’s compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; (v) assist the ETF Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; (vi) assist the ETF Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Trust Fund in respect of the ETFPortfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the ETFPortfolio’s shares; (vii) monitor and coordinate the provision of trade administration oversight services to the ETFPortfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; (viii) assist the ETF Portfolio to conduct meetings of the ETFPortfolio’s shareholders if and when called by the Board; (ix) furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and (x) provide the shareholders of the ETF Portfolio with such information regarding the operation and affairs of the ETFPortfolio, and their investment in its shares, as they or the Trust Fund may reasonably request. The Manager shall determine and make such modifications to the identity and number of shares of the securities to be accepted pursuant to the ETF’s underlying index (for an index exchange-traded fund) or portfolio (for an actively managed exchange-traded fund), as applicable (such securities, the “creation basket”), in exchange for creation units for the ETF, and the securities that will be applicable that day to redemption requests received for the ETF (the “redemption basket”), including as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian or other service provider, as necessary, with respect to such designations). The Manager shall determine the securities to be included in any “custom basket” pursuant to Rule 6c-11 under the Investment Company Act of 1940, as amended (the “1940 Act”), and any compliance policies and procedures of the Trust related thereto. The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Trust Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e., those not specified in this Section 3, for the benefit of the ETF Portfolio subject to terms mutually agreed upon by the Trust Fund and the Manager. Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the ETF Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the ETFPortfolio, except as otherwise agreed to by the Manager and the TrustFund.

Non-Investment Advisory Services. The Trust hereby employs the Manager to provide certain non-investment advisory services for the ETFETF Fund, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except as provided in Section 4 or unless otherwise agreed to by the Manager and the Trust, in which case at the Trust’s expense), the following services to the Trust on behalf of the ETF Fund to the extent that any such services are not otherwise provided by any other service provider to the Trust: (i) monitor and evaluate the services provided to the Trust for the benefit of the ETF Fund by the ETFETF Fund’s custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Trust for the benefit of the ETFETF Fund; (ii) monitor the preparation of periodic reports and notices of distributions to shareholders of the ETFETF Fund; (iii) coordinate, monitor and evaluate the daily pricing and valuation of the ETFETF Fund’s investment portfolio; (iv) monitor the ETFETF Fund’s compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; (v) assist the ETF Fund to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; (vi) assist the ETF Fund to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Trust in respect of the ETFETF Fund, including with respect to the preparation of registration statements and other materials in connection with the offering of the ETFETF Fund’s shares; (vii) monitor and coordinate the provision of trade administration oversight services to the ETFETF Fund, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; (viii) assist the ETF Fund to conduct meetings of the ETFETF Fund’s shareholders if and when called by the Board; (ix) furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and (x) provide the shareholders of the ETF Fund with such information regarding the operation and affairs of the ETFETF Fund, and their investment in its shares, as they or the Trust may reasonably request. The Manager shall determine and make such modifications to the identity and number of shares of the securities to be accepted pursuant to the ETFETF Fund’s underlying index (for an index exchange-traded fund) or portfolio (for an actively managed exchange-traded fund), as applicable (such securities, the “creation basket”), in exchange for creation units for the ETFETF Fund, and the securities that will be applicable that day to redemption requests received for the ETF Fund (the “redemption basket”), including as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian or other service provider, as necessary, with respect to such designations). The Manager shall determine the securities to be included in any “custom basket” pursuant to Rule 6c-11 under the Investment Company Act of 1940, as amended (the “1940 Act”), and any compliance policies and procedures of the Trust related thereto. The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Trust under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e., those not specified in this Section 3, for the benefit of the ETF Fund subject to terms mutually agreed upon by the Trust and the Manager. Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the ETF Fund described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the ETFETF Fund, except as otherwise agreed to by the Manager and the Trust.

Non-Investment Advisory Services. The Trust hereby employs the Manager to provide certain non-investment advisory services for the ETFETF Fund, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except as provided in Section 4 or unless otherwise agreed to by the Manager and the Trust, in which case at the Trust’s expense4), the following services to the Trust on behalf of the ETF to the extent that any such services are not otherwise provided by any other service provider to the TrustFund: (i) monitor and evaluate the services provided to the Trust for the benefit of the ETF Fund by the ETFETF Fund’s custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Trust for the benefit of the ETFETF Fund; (ii) monitor the preparation of periodic reports and notices of distributions to shareholders of the ETFETF Fund; (iii) coordinate, monitor and evaluate the daily pricing and valuation of the ETFETF Fund’s investment portfolio; (iv) monitor the ETFETF Fund’s compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; (v) assist the ETF Fund to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; (vi) assist the ETF Fund to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Trust in respect of the ETFETF Fund, including with respect to the preparation of registration statements and other materials in connection with the offering of the ETFETF Fund’s shares; (vii) monitor and coordinate the provision of trade administration oversight services to the ETFETF Fund, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; (viii) assist the ETF Fund to conduct meetings of the ETFETF Fund’s shareholders if and when called by the Board; (ix) furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and (x) provide the shareholders of the ETF Fund with such information regarding the operation and affairs of the ETFETF Fund, and their investment in its shares, as they or the Trust may reasonably request. The Manager shall determine and make such modifications to the identity and number of shares of the securities to be accepted pursuant to the ETFETF Fund’s underlying index (for an index exchange-traded fund) or portfolio (for an actively managed exchange-traded fund), as applicable (such securities, the “creation basket”), in exchange for creation units for the ETFETF Fund, and the securities that will be applicable that day to redemption requests received for the ETF Fund (the “redemption basket”), including as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian or other service provider, as necessary, with respect to such designations). The Manager shall determine the securities to be included in any “custom basket” pursuant to Rule 6c-11 under the Investment Company Act of 1940, as amended (the “1940 Act”’), and any compliance policies and procedures of the Trust related thereto. The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Trust under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e., those not specified in this Section 3, for the benefit of the ETF subject to terms mutually agreed upon by the Trust and the Manager. Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the ETF Fund described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the ETF, except ETF Fund as otherwise agreed to by the Manager and the Trustprovided for in Section 4.

Non-Investment Advisory Services. The Trust Fund hereby employs the Manager to provide certain non-investment advisory services for the ETFPortfolio, subject to the direction of the officers and the Board of the Fund on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except as provided in Section 4 or unless otherwise agreed to by the Manager and the TrustFund, in which case at the TrustFund’s expense), the following services to the Trust Fund on behalf of the ETF Portfolio to the extent that any such services are not otherwise provided by any other service provider to the TrustFund: (i) monitor and evaluate the services provided to the Trust Fund for the benefit of the ETF Portfolio by the ETFPortfolio’s custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Trust Fund for the benefit of the ETFPortfolio; (ii) monitor the preparation of periodic reports and notices of distributions to shareholders of the ETFPortfolio; (iii) coordinate, monitor and evaluate the daily pricing and valuation of the ETFPortfolio’s investment portfolio; (iv) monitor the ETFPortfolio’s compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; (v) assist the ETF Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; (vi) assist the ETF Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Trust Fund in respect of the ETFPortfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the ETFPortfolio’s shares; (vii) monitor and coordinate the provision of trade administration oversight services to the ETFPortfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; (viii) assist the ETF Portfolio to conduct meetings of the ETFPortfolio’s shareholders if and when called by the Board; (ix) furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and (x) provide the shareholders of the ETF Portfolio with such information regarding the operation and affairs of the ETFPortfolio, and their investment in its shares, as they or the Trust Fund may reasonably request. The Manager shall determine and make such modifications to the identity and number of shares of the securities to be accepted pursuant to the ETF’s underlying index (for an index exchange-traded fund) or portfolio (for an actively managed exchange-traded fund), as applicable (such securities, the “creation basket”), in exchange for creation units for the ETF, and the securities that will be applicable that day to redemption requests received for the ETF (the “redemption basket”), including as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian or other service provider, as necessary, with respect to such designations). The Manager shall determine the securities to be included in any “custom basket” pursuant to Rule 6c-11 under the Investment Company Act of 1940, as amended (the “1940 Act”), and any compliance policies and procedures of the Trust related thereto. The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Trust Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e., those not specified in this Section 3, for the benefit of the ETF Portfolio subject to terms mutually agreed upon by the Trust Fund and the Manager. Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the ETF Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the ETFPortfolio, except as otherwise agreed to by the Manager and the TrustFund.