Common use of NSCC Clause in Contracts

NSCC. Solely with respect to orders for the creation or redemption of Creation Units through the Trusts' Clearing Process, the Participant as a Participating Party hereby authorizes the Distributor or the Transfer Agent, as the case may be, to transmit to NSCC on behalf of the Participant such instructions, including share and cash amounts as are necessary with respect to the creation and redemption of Creation Units consistent with the instructions issued by the Participant to the Trust telephone representative identified in Attachment A hereto (the "Trust Telephone Representative"). The Participant agrees to be bound by the terms of such instructions issued by the Distributor or the Transfer Agent, as the case may be, and reported to NSCC as though such instructions were issued by the Participant directly to NSCC. With respect to any Redemption Order, the Participant also acknowledges and agrees to use its best efforts to return to the applicable Fund any dividend, distribution or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Securities that are transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Securities at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees that the applicable Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting that, based on the valuation of such Deposit Securities at the time of transfer, should be paid to the Fund. With respect to any Creation Order, the Distributor shall cause the applicable Fund's Custodian to return to the Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Fund in respect of any Deposit Securities that are transferred to a Fund that, based on the valuation of such Deposit Securities at the time of transfer, should have been paid to the Participant or any party for which it is acting.

NSCC. Solely with respect to orders for the creation or redemption of Creation Units through the Trusts' Trust’s Clearing Process, the Participant as a Participating Party hereby authorizes the Distributor or the Transfer Agent, as the case may be, Agent to transmit to NSCC on behalf of the Participant such instructions, including share and cash amounts as are necessary with respect to the creation and redemption of Creation Units consistent with the instructions issued by the Participant to the Trust telephone representative identified in Attachment A hereto (the "“Trust Telephone Representative"”). The Participant agrees to be bound by the terms of such instructions issued by the Distributor or the Transfer Agent, as the case may be, Agent and reported to NSCC as though such instructions were issued by the Participant directly to NSCC; provided, however, that Participant shall not be bound or held liable for, and shall be indemnified and held harmless by the Transfer Agent from and against any loss, liability, cost and expense (including reasonable attorneys’ fees) incurred by Participant as a result of, communication errors occurring between the Transfer Agent and NSCC to the extent that such instructions between the Transfer Agent and NSCC do not accurately reflect the instructions communicated by the Participant to the Transfer Agent. With respect to any Redemption Orderorder for the creation or redemption of Creation Units, the Participant also acknowledges and agrees to use on behalf of itself and any party for which it is acting (regardless of its best efforts capacity) to return to the applicable Fund Trust any dividend, distribution or other corporate action that is erroneously paid or credited to it the Participant or to the party for which it is acting in respect of any Deposit Securities Security that are is transferred to between the Participant or any party for which it is acting parties that, based on the valuation of such Deposit Securities Security at the time of transfer, according to industry custom, should have been paid to the Fund. With respect to any Redemption Orderorders for the creation or redemption of Creation Units, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) that the applicable Fund Transfer Agent is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution or other corporate action that erroneously is scheduled to be paid or credited or has been paid or credited to the Participant or to the party for which it is acting that, based on the valuation of such Deposit Securities Security at the time of transfer, according to industry custom, should be paid to the Fund. With respect to any order for the creation or redemption of Creation OrderUnits, the Distributor shall cause the applicable Fund's Custodian Trust acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution or other corporate action that is erroneously paid or credited to the Fund in respect of any Deposit Securities Security that are is transferred to a Fund between the parties that, based on the valuation of such Deposit Securities Security at the time of transfer, according to industry custom, should have been paid to the Participant or any party for which it is acting.

NSCC. Solely with respect to orders for the creation or redemption of Creation Units through the Trusts' Trust’s Clearing Process, the Participant as a Participating Party hereby authorizes the Distributor or the Transfer Agent, as the case may be, Agent to transmit to NSCC on behalf of the Participant such instructions, including share and cash amounts as are necessary with respect to the creation and redemption of Creation Units consistent with the instructions issued by the Participant to the Trust telephone representative identified in Attachment A hereto (the "“Trust Telephone Representative"”). The Participant agrees to be bound by the terms of such instructions issued by the Distributor or the Transfer Agent, as the case may be, Agent and reported to NSCC as though such instructions were issued by the Participant directly to NSCC. With respect to any Redemption Orderorder for the redemption of Creation Units, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) to use its best commercially reasonable efforts to return to the applicable Fund Trust any dividend, distribution or other corporate action paid or credited to it the Participant or to the party for which it is acting in respect of any Deposit Securities Security that are is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Securities Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Orderorders for the redemption of Creation Units, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) that the applicable Fund Trust is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution or other corporate action that is scheduled to be paid or credited or has been paid or credited to the Participant or to the party for which it is acting that, based on the valuation of such Deposit Securities Security at the time of transfer, should be paid to the Fund. With respect to any order for the creation of Creation OrderUnits, the Distributor shall cause the applicable Fund's Custodian Trust acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution or other corporate action paid or credited to the Fund in respect of any Deposit Securities Security that are is transferred to a the Fund that, based on the valuation of such Deposit Securities Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.

NSCC. Solely with respect to orders for the creation or redemption of Creation Units through the Trusts' Trust's Clearing Process, the Participant as a Participating Party hereby authorizes the Distributor or the Transfer Agent, as the case may be, to transmit to NSCC on behalf of the Participant such instructions, including share and cash amounts as are necessary with respect to the creation and redemption of Creation Units consistent with the instructions issued by the Participant to the Trust telephone representative identified in Attachment A hereto (the "Trust Telephone Representative"). The Participant agrees to be bound by the terms of such instructions issued by the Distributor or the Transfer Agent, as the case may be, and reported to NSCC as though such instructions were issued by the Participant directly to NSCC. With respect to any Redemption Order, the Participant also acknowledges and agrees to use its best efforts to return to the applicable Fund Trust any dividend, distribution or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Securities that are transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Securities at the time of transfer, should have been paid to the FundTrust. With respect to any Redemption Order, the Participant also acknowledges and agrees that the applicable Fund Trust is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting that, based on the valuation of such Deposit Securities at the time of transfer, should be paid to the FundTrust. With respect to any Creation Purchase Order, the Distributor shall cause the applicable Fund's Custodian Trust acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Fund Trust in respect of any Deposit Securities that are transferred to a Fund the Trust that, based on the valuation of such Deposit Securities at the time of transfer, should have been paid to the Participant or any party for which it is acting.

NSCC. Solely with respect to orders for the creation or redemption of Creation Units through the Trusts' Trust’s Clearing Process, the Participant as a Participating Party hereby authorizes the Distributor or the Transfer Agent, as the case may be, Agent to transmit to NSCC on behalf of the Participant such instructions, including share and cash amounts as are necessary with respect to the creation and redemption of Creation Units consistent with the instructions issued by the Participant to the Trust telephone representative identified in Attachment A hereto (the "“Trust Telephone Representative"”). The Participant agrees to be bound by the terms of such instructions issued by the Distributor or the Transfer Agent, as the case may be, and reported to NSCC by the Transfer Agent on the Participant’s behalf as though such instructions were issued by the Participant directly to NSCC; provided, however, that the Participant shall not under any circumstances be bound by or held liable for any communication errors occurring between the Transfer Agent and NSCC to the extent that such instructions between the Transfer Agent and NSCC do not accurately reflect the information communicated by the Participant to the Transfer Agent. In the case of such a communication error, liability shall rest with the Transfer Agent, the Distributor, and/or such other person determined to be responsible for the error unless those parties agree to allocate the liability amongst themselves. With respect to any Redemption Orderorder for the redemption of Creation Units, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) to use its best commercially reasonable efforts to return to the applicable Fund Trust any dividend, distribution or other corporate action that is erroneously paid or credited to it the Participant or to the party for which it is acting in respect of any Deposit Securities Security that are is transferred to between the Participant or any party for which it is acting parties that, based on the valuation of such Deposit Securities Security at the time of transfer, according to industry custom, should have been paid to the Fund. With respect to any Redemption Orderorders for the redemption of Creation Units, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) that the applicable Fund Trust is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution or other corporate action that erroneously is scheduled to be paid or credited or has been paid or credited to the Participant or to the party for which it is acting that, based on the valuation of such Deposit Securities Security at the time of transfer, according to industry custom, should be paid to the Fund. If, however, the Trust so reduces the amount of money or other proceeds due to the Participant, the Participant shall not be required to return to the Trust dividends, distributions or other corporate actions paid to it or to the party for which it is acting as is contemplated in the first sentence of this paragraph equal to the amount so reduced by the Trust. With respect to any order for the creation of Creation OrderUnits, the Distributor shall cause the applicable Fund's Custodian Trust acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution or other corporate action that is erroneously paid or credited to the Fund in respect of any Deposit Securities Security that are is transferred to a Fund between the parties that, based on the valuation of such Deposit Securities Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.

NSCC. Solely with respect to orders for the creation or redemption of Creation Units through the Trusts' Trust's Clearing Process, the Participant as a Participating Party hereby authorizes the Distributor or the Transfer Agent, as the case may be, to transmit to NSCC on behalf of the Participant such instructions, including share and cash amounts as are necessary with respect to the creation and redemption of Creation Units consistent with the instructions issued by the Participant to the Trust telephone representative identified in Attachment A hereto (the "Trust Telephone Representative"). The Participant agrees to be bound by the terms of such instructions issued by the Distributor or the Transfer Agent, as the case may be, and reported to NSCC as though such instructions were issued by the Participant directly to NSCC. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) to use its best efforts to return to the applicable Fund Trust any dividend, distribution or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Securities that are transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Securities at the time of transfer, should have been paid to the FundTrust. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) that the applicable Fund Trust is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting that, based on the valuation of such Deposit Securities at the time of transfer, should be paid to the FundTrust. With respect to any Creation Purchase Order, the Distributor shall cause the applicable Fund's Custodian Trust acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Fund Trust in respect of any Deposit Securities that are transferred to a Fund the Trust that, based on the valuation of such Deposit Securities at the time of transfer, should have been paid to the Participant or any party for which it is acting.

NSCC. Solely with respect to orders for the creation or redemption of Creation Units through the Trusts' Trust's Clearing Process, the Participant as a Participating Party hereby authorizes the Distributor Distributor, or the Transfer Agent, Agent as the case may be, be to transmit to NSCC on behalf of the Participant such instructions, including share and cash amounts as are necessary with respect to the creation and redemption of Creation Units consistent with the instructions issued by the Participant to the Trust telephone representative identified in Attachment A hereto (the "Trust Telephone Representative"). The Participant agrees to be bound by the terms of such instructions issued by the Distributor Distributor, or the Transfer Agent, Agent as the case may be, be and reported to NSCC as though such instructions were issued by the Participant directly to NSCC. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) to use its best efforts to return to the applicable Fund Trust any dividend, distribution or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Securities Security that are is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Securities Security at the time of transfer, should have been paid to the FundTrust. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) that the applicable Fund Trust is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting that, based on the valuation of such Deposit Securities Security at the time of transfer, should be paid to the Fund. With respect to any Creation Purchase Order, the Distributor shall cause the applicable Fund's Custodian Trust acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Fund Trust in respect of any Deposit Securities Security that are is transferred to a Fund the Trust that, based on the valuation of such Deposit Securities Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.