Common use of Status of Participant Clause in Contracts

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A"). Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate notice to the Distributor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. (the "NASD") or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASD. The Participant is qualified as a broker or dealer, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant agrees to conform to the rules of the NASD (if it is a member of NASD) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Clearing ProcessFed Book-Entry System and DTC, it is eligible to utilize the Fed Book-Entry System and is a member of NSCC and a participant Participant in the CNS System of NSCC DTC (as defined in the Trust’s Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "“DTC Participant"”). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, Fed Book-Entry System and/or DTC subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("“Execution of Orders"”) and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate prompt notice to the Distributor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the "NASD"“FINRA”) or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified registered and/or licensed to act as a broker or dealer, or otherwiseis otherwise exempt, under as required according to all applicable state laws where it is required to do so of the state(s) in order that Shares may be sold in such states where which the Participant intends to sell such Sharesconducts its activities as defined hereunder. The Participant agrees to conform to the rules of the NASD FINRA (if it is a member of NASDFINRA) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's ’s transactions in, and activities with respect to, the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Trust Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Clearing ProcessFed Book Entry System and DTC, it is eligible to utilize the Fed Book Entry System and DTC, and is a member of NSCC and a participant Participant in the CNS System of NSCC DTC (as defined in the Trust’s Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "DTC an “Authorized Participant"”). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process Fed Book-Entry System and/or DTC or outside the Trusts' Clearing ProcessEuroclear, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("“Execution of Orders"”) and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate notice to the Distributor and the Transfer Agent of such change. Transfers of securities settling through Euroclear or other foreign depositories may require Participant access to such facilities. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the "NASD"“FINRA”) or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified qualified, registered and/or licensed to act as a broker or dealer, or otherwiseis otherwise exempt, under as required according to all applicable state laws of the state(s) in which the Participant conducts its activities as defined hereunder and where it is required to do so in order that Trust Shares may be sold in such states where the Participant intends to sell such Trust Shares. The Participant is a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “1933 Act”). The Participant agrees to conform to the rules of the NASD FINRA Conduct Rules (if it is a member of NASDFINRA) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Trust Shares, to the extent such laws, rules and regulations relate to the Participant's ’s transactions in, and activities with respect to, the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Trust Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Trust’s Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Trust’s Prospectus, a "“Participating Party"”); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Trust’s Clearing Process, it is a DTC Participant (as defined in the Trust’s Prospectus, a "“DTC Participant"”). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Trust’s Clearing Process or outside the Trusts' Trust’s Clearing Process, subject to the procedures for creation and redemption referred to in Section paragraphs 2 and 3 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate prompt notice to the Distributor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the "NASD"“FINRA”) or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified registered and/or licensed to act as a broker or dealer, or otherwiseis otherwise exempt, under as required according to all applicable state laws where it is required to do so of the state(s) in order that Shares may be sold in such states where which the Participant intends to sell such Sharesconducts its activities as defined hereunder. The Participant is a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “1933 Act”). The Participant agrees to conform to the rules of the NASD FINRA Conduct Rules (if it is a member of NASDFINRA) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's ’s transactions in, and activities with respect to, the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Trust Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

Status of Participant. The Except for the restrictions described in this Agreement and the Plan, the Participant hereby representsshall be deemed a stockholder of the Company with respect to the Restricted Stock covered by this Agreement, covenants including the right to exercise voting rights with respect thereto, subject to the restrictions in Paragraph 2 and warrants that the following restrictions: (i) the Participant shall not be entitled to delivery of the appropriate number of shares of stock subject to this Award until such shares become vested and transferable, all applicable requirements of law have been complied with and such shares shall have been duly listed on any securities exchange on which the stock of the Company may then be listed; (ii) no dividends or other distributions payable with respect to orders for a share of stock subject to this Award shall be paid until and unless such share becomes vested and transferable, with such dividends or other distributions to be accumulated, without interest, by the creation or redemption of Creation Units by means of Company (the Trusts' Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"“Accumulated Dividends”); and (iiiii) shares of stock subject to this Award and any Accumulated Dividends with respect to orders for such shares shall be forfeited and all rights of the creation or redemption Participant to such shares and Accumulated Dividends shall terminate, without further obligation on the part of Creation Units outside the Trusts' Clearing ProcessCompany, it is a DTC Participant (as defined unless such shares of Restricted Stock become vested pursuant to Paragraph 3 hereof. Any certificates representing the shares of Restricted Stock awarded pursuant to this Agreement shall be issued in the ProspectusParticipant’s name; however, until vested, the certificates for such shares of Restricted Stock shall be held by the Company and shall not be transferred except in accordance with the provisions hereof. In the event the Company effects a "DTC Participant"). The recapitalization, stock split, stock dividend or other event described in Section 3.3 of the Plan, the shares of stock received by the Participant may place orders for the creation with respect to this Award (or redemption any shares of Creation Units (a "Creation Order" stock issued in substitution thereof) shall be subject to identical restrictions and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, shall be subject to the procedures for creation and redemption referred to in Section 2 terms of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A"). Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate notice to the Distributor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. (the "NASD") or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASD. The Participant is qualified as a broker or dealer, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant agrees to conform to the rules of the NASD (if it is a member of NASD) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectusPlan.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A"). Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate notice to the Distributor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the "NASDFINRA") or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified as a broker or dealer, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant agrees to conform to the rules of the NASD FINRA (if it is a member of NASDFINRA) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A"). Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate notice to the Distributor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority. (the "NASDFINRA") or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified as a broker or dealer, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant agrees to conform to the rules of the NASD (if it is a member of NASD) FINRA and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A"). Any change in the foregoing status of the Participant shall terminate this Agreement, Agreement and the Participant shall give immediate notice to the Distributor Principal Underwriter and the Transfer Agent Trust of such change. The Participant further hereby represents that and warrants that, unless the following paragraph is applicable to it, it is registered as a broker-dealer registered with under the Securities Exchange Act of 1934, as amended, is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASD. The Participant is qualified as a broker or dealer), or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where and the Participant intends to sell agrees that it will maintain such Sharesregistrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant agrees to conform to comply with all applicable Federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Conduct Rules of NASD, and that it will not offer or sell Shares of any Fund in any state or jurisdiction where they may not lawfully be offered and/or sold. If the Participant is offering and selling Shares of any Fund in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified, or a member of NASD as set forth above, the Participant nevertheless agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act") and the regulations promulgated thereunder and to conduct its business in accordance with the spirit of the NASD (if it is a member of NASD) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the SharesConduct Rules. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds Trust on an ongoing basis, the offer and sale of Shares to investors may involve at any point a "distribution," ", as such term is used in the Securities Act of 1933 (the "Securities Act"), may occur. The Participant understands and acknowledges that some activities on its offer and sale of Shares to investorspart, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities 1933 Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be are generally required to deliver a prospectusProspectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A"). Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate notice to the Distributor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the "NASDFINRA") or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified as a broker or dealer, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant agrees to conform to the rules of the NASD FINRA (if it is a member of NASDFINRA) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' CNS Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "“Participating Party"”); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' CNS Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "“DTC Participant"”). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' CNS Clearing Process or outside the Trusts' CNS Clearing Process, subject to the procedures for creation and redemption referred to in Section paragraph 2 of this Agreement ("“Execution of Orders"”) and the procedures described in Attachment A the Annexes attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreementcause the Participant to become ineligible to create or redeem Trust Shares, and the shall cause this Agreement to terminate. The Participant shall give immediate notice to the Distributor and the Transfer Agent Trustee of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the "NASD"“FINRA”) or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified as a broker or dealer, or otherwise, dealer under all applicable state laws where it is required to do so in order that Trust Shares may be sold in such states where the Participant intends to sell such Trust Shares. The Participant agrees to conform to the rules of the NASD FINRA (if it is a member of NASDFINRA) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Trust Shares. If the Participant is offering or selling Trust Shares in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to the extent such lawsbe registered, rules and regulations relate to the Participant's transactions inqualified, and activities with respect toor a member FINRA as set forth above, the Shares. The Participant understands and acknowledges that nevertheless agrees (i) to observe the proposed method by applicable laws of the jurisdiction in which Creation Units such offer and/or sale is made, (ii) to comply with the full disclosure requirements of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 1933, as amended (the "Securities “1933 Act"”) and the regulations promulgated thereunder and (iii) to conduct its business in accordance with the spirit of the FINRA Conduct Rules. The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ACT”). The Participant understands has the capability to send and acknowledges that its offer receive communications via authenticated telecommunication facility to and sale of Shares to investorsfrom the Distributor, depending on the circumstancesTrustee, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities ActAuthorized Participant’s custodian. The Participant also understands shall confirm such capability to the satisfaction of the Distributor and acknowledges that dealers who are not "underwriters" but are effecting transactions the Trustee prior to placing its first Order with the Trustee in Shares, its capacity as transfer agent (whether it is a Purchase Order or not participating in the distribution of Shares, may be required to deliver a prospectusRedemption Order).

Status of Participant. The Participant hereby represents, covenants and --------------------- warrants that (i) with respect to orders for the creation Purchase Orders or redemption Redemption Orders of Creation Units by means of iShares of any Index Series(i) through the Trusts' iShares Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Fund's Prospectus, a "Participating Party"); and , and/or (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' iShares Clearing Process, it is a DTC Participant (as defined in the Fund's Prospectus, a "DTC Participant"). The Participant may place orders Purchase Orders or Redemption Orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' iShares Clearing Process or outside the Trusts' iShares Clearing Process, subject to the procedures for creation purchase and redemption referred to in Section paragraph 2 and Annex II of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A"). Any change in the foregoing status of the Participant shall terminate this Agreement, Agreement and the Participant shall give immediate prompt written notice to the Distributor and the Transfer Agent Fund of such change. The Participant further hereby represents that and warrants that, unless the following paragraph is applicable to it, it is registered as a broker-dealer registered with under the Securities Exchange Act of 1934, as amended, is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") ), and the Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant agrees to comply with all applicable Federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Conduct Rules of the NASD, and that it will not offer or sell iShares of any Index Series of the Fund in any state or jurisdiction where they may not lawfully be offered and/or sold. If the Participant is exempt from or offering and selling iShares of any Index Series of the Fund in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise not required to be licensed as a broker-dealer registered, qualified, or a member of the NASD. The Participant is qualified NASD as a broker or dealerset forth above, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant nevertheless agrees to conform observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the rules full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act") and the regulations promulgated thereunder and to conduct its business in accordance with the spirit of the NASD (if it is a member of NASD) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the SharesConduct Rules. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares iShares will be purchased created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares iShares may be issued and sold by the Trusts and their respective Funds Fund on an ongoing basis, the offer and sale of Shares to investors may involve at any point a "distribution," ", as such term is used in the Securities Act of 1933 (the "Securities Act"), may occur. The Participant understands and acknowledges that some activities on its offer and sale of Shares to investorspart, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities 1933 Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in SharesiShares, whether or not participating in the distribution of SharesiShares, may be are generally required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of any Fund (i) with respect to orders for through the creation or redemption of Creation Units by means of the Trusts' Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "“Participating Party"”); and , and/or (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "“DTC Participant"”). The Participant may place orders Purchase Orders or Redemption Orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, subject to the procedures for creation purchase and redemption referred to in Section paragraph 2 and Annex II of this Agreement ("“Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A"”). Any change in the foregoing status of the Participant shall terminate this Agreement, Agreement and the Participant shall give immediate prompt written notice to the Distributor and the Transfer Agent Trust of such change. The Participant further hereby represents that and warrants that, unless the following paragraph is applicable to it, it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. (the "NASD") or is exempt from or otherwise not required to be licensed as a broker-dealer or a member under the Securities Exchange Act of the NASD. The Participant 1934, as amended, is qualified to act as a broker or dealer, dealer in the states or otherwise, under all applicable state laws other jurisdictions where it transacts business, and is required to do so a member in order that Shares may be sold in such states where good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and the Participant intends to sell agrees that it will maintain such Sharesregistrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant agrees to conform to comply with all applicable federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Conduct Rules of FINRA, and that it will not offer or sell shares of any Fund in any state or jurisdiction where they may not lawfully be offered and/or sold. If the Participant is offering and selling shares of any Fund in jurisdictions outside the several states, territories and possessions of the NASD (if it United States and is not otherwise required to be registered, qualified, or a member of NASDFINRA as set forth above, the Participant nevertheless agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the “1933 Act”) and the securities laws regulations promulgated thereunder and to conduct its business in accordance with the spirit of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the SharesFINRA Conduct Rules. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares shares will be purchased created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares shares may be issued and sold by the Trusts and their respective Funds Trust on an ongoing basis, the offer and sale of Shares to investors may involve at any point a "“distribution," ” as such term is used in the Securities Act of 1933 (the "Securities Act"), may occur. The Participant understands and acknowledges that some activities on its offer and sale of Shares to investorspart, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities 1933 Act. The Participant also understands and acknowledges that dealers who are not "“underwriters" ” but are effecting transactions in Sharesshares, whether or not participating in the distribution of Sharesshares, may be are generally required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Trust’s Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Trust’s Prospectus, a "“Participating Party"”); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Trust’s Clearing Process, it is a DTC Participant (as defined in the Trust’s Prospectus, a "“DTC Participant"”). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Trust’s Clearing Process or outside the Trusts' Trust’s Clearing Process, subject to the procedures for creation and redemption referred to in Section Sections 2 and 3 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate prompt notice to the Distributor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the "NASD"“FINRA”) or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified to act as a broker or dealer, or otherwiseis otherwise exempt from such registration or license, under as required according to all applicable state laws where it is required to do so of the states or other jurisdictions in order that Shares may be sold in such states where which the Participant intends to sell such Sharestransacts business. The Participant is a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act of 1933, as amended. The Participant agrees to conform to the rules of the NASD Conduct Rules (or to comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently renamed, repealed, rescinded or are otherwise replaced by FINRA Conduct Rules) if it is a member of NASD) FINRA and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's ’s transactions in, and activities with respect to, to the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation Purchase Orders or redemption Redemption Orders of Creation Units by means of the Trusts' Clearing Process, it is a member WEBS of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Processany Index Series, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")participant. Any change in the foregoing status of the Participant shall terminate this Agreement, Agreement and the Participant shall give immediate prompt written notice to the Distributor and the Transfer Agent Fund of such change. The Participant further hereby represents and warrants that unless the following paragraph is applicable to it, it is registered as a broker-dealer registered with under the Securities Exchange Act of 1934, as amended, is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") ), and the Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant agrees to comply with all applicable Federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Rules of Fair Practice of the NASD, and that it will not offer or sell WEBS of any Index Series of the Fund in any state or jurisdiction where they may not lawfully be offered and/or sold. If the Participant is exempt from or offering and selling WEBS of any Index Series of the Fund in jurisdictions outside the several states, territories, and possessions of the United States and is not otherwise not required to be licensed as a broker-dealer registered, qualified, or a member of the NASD. The Participant is qualified NASD as a broker or dealerset forth above, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant nevertheless agrees to conform to observe the rules applicable laws of the NASD jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933, as amended (if it is a member of NASDthe "1933 Act") and the securities laws regulations promulgated thereunder and to conduct its business in accordance with the spirit of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to Rules of Fair Practice of the Participant's transactions in, and activities with respect to, the SharesNASD. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares WEBS will be purchased created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares WEBS may be issued and sold by the Trusts and their respective Funds Fund on an ongoing basis, the offer and sale of Shares to investors may involve at any point a "distribution," ", as such term is used in the Securities Act of 1933 (the "Securities Act"), may occur. The Participant understands and acknowledges that some activities on its offer and sale of Shares to investorspart may, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities 1933 Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in SharesWEBS, whether or not participating in the distribution of SharesWEBS, may be are generally required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and --------------------- warrants that (i) with respect to orders for the creation Purchase Orders or redemption Redemption Orders of Creation Units by means of the Trusts' Clearing Process, it is a member iShares of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Processany Index Fund, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")participant. Any change in the foregoing status of the Participant shall terminate this Agreement, Agreement and the Participant shall give immediate prompt written notice to the Distributor and the Transfer Agent Fund of such change. The Participant further hereby represents that and warrants that, unless the following paragraph is applicable to it, it is registered as a broker-dealer registered with under the Securities Exchange Act of 1934, as amended, is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") ), and the Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant agrees to comply with all applicable Federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By- Laws and Conduct Rules of the NASD, and that it will not offer or sell iShares of any Index Fund of the Fund in any state or jurisdiction where they may not lawfully be offered and/or sold. If the Participant is exempt from or offering and selling iShares of any Index Fund of the Fund in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise not required to be licensed as a broker-dealer registered, qualified, or a member of the NASD. The Participant is qualified NASD as a broker or dealerset forth above, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant nevertheless agrees to conform observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the rules full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act") and the regulations promulgated thereunder and to conduct its business in accordance with the spirit of the NASD (if it is a member of NASD) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the SharesConduct Rules. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares iShares will be purchased created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares iShares may be issued and sold by the Trusts and their respective Funds Fund on an ongoing basis, the offer and sale of Shares to investors may involve at any point a "distribution," ", as such term is used in the Securities Act of 1933 (the "Securities Act"), may occur. The Participant understands and acknowledges that some activities on its offer and sale of Shares to investorspart, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities 1933 Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in SharesiShares, whether or not participating in the distribution of SharesiShares, may be are generally required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' CNS Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "“Participating Party"”); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' CNS Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "“DTC Participant"”). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' CNS Clearing Process or outside the Trusts' CNS Clearing Process, subject to the procedures for creation and redemption referred to in Section paragraph 2 of this Agreement ("“Execution of Orders"”) and the procedures described in Attachment A the Annexes attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreementcause the Participant to become ineligible to create or redeem Invesco QQQ Shares, and the shall cause this Agreement to terminate. The Participant shall give immediate notice to the Distributor and the Transfer Agent Trustee of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the "NASD"“FINRA”) or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified as a broker or dealer, or otherwise, dealer under all applicable state laws where it is required to do so in order that Invesco QQQ Shares may be sold in such states where the Participant intends to sell such Invesco QQQ Shares. The Participant agrees to conform to the rules of the NASD FINRA (if it is a member of NASDFINRA) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Invesco QQQ Shares. If the Participant is offering or selling Shares of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to the extent such lawsbe registered, rules and regulations relate to the Participant's transactions inqualified, and activities with respect toor a member FINRA as set forth above, the Shares. The Participant understands and acknowledges that nevertheless agrees (i) to observe the proposed method by applicable laws of the jurisdiction in which Creation Units such offer and/or sale is made, (ii) to comply with the full disclosure requirements of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 1933, as amended (the "Securities “1933 Act"”) and the regulations promulgated thereunder and (iii) to conduct its business in accordance with the spirit of the FINRA Conduct Rules. The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ACT”). The Participant understands has the capability to send and acknowledges that its offer receive communications via authenticated telecommunication facility to and sale of Shares to investorsfrom the Distributor, depending on the circumstancesTrustee, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities ActAuthorized Participant’s custodian. The Participant also understands shall confirm such capability to the satisfaction of the Distributor and acknowledges that dealers who are not "underwriters" but are effecting transactions the Trustee prior to placing its first Order with the Trustee in Shares, its capacity as transfer agent (whether it is a Purchase Order or not participating in the distribution of Shares, may be required to deliver a prospectusRedemption Order).

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Clearing ProcessFed Book Entry System or DTC, it is a member of NSCC eligible to utilize the Fed Book Entry System and/or DTC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Process, it is a DTC Participant (as defined in the Trust’s Prospectus, a "“DTC Participant"”). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing ProcessFed Book-Entry System and/or DTC, subject to the procedures for creation and redemption referred to in Section Sections 2 and 3 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate prompt notice to the Distributor Sponsor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission SEC and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the "NASD"“FINRA”) or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified qualified, registered and/or licensed to act as a broker or dealer, or otherwiseis otherwise exempt, under as required according to all applicable state laws where it is required to do so of the state(s) in order that Shares may be sold in such states where which the Participant intends to sell such Sharesconducts its activities as defined hereunder. The Participant agrees to conform to the shall comply with all applicable U.S. federal laws and all applicable rules of the NASD (if it is a member of NASD) SEC and the securities laws of any jurisdiction in which it sellsthe states or other jurisdictions concerned, directly or indirectly, Shares, and the rules and regulations promulgated thereunder to the extent such laws, rules and regulations relate to the Participant's ’s transactions in, and activities with respect to, the Shares. The Participant is a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “1933 Act”). The Participant agrees to conform to the rules of FINRA (if it is a member of FINRA), and shall not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased created and traded may raise certain issues under applicable securities laws. For The Participant understands and acknowledges that, for example, because new Creation Units of Shares may can be created and issued and sold by the Trusts and their respective Funds on an ongoing basis, at any point during the offer and sale life of Shares to investors may involve a "Trust, a “distribution," ” as such term is used in the Securities Act of 1933 (the "Securities Act"), may be occurring. The Participant understands and acknowledges is cautioned that some of its offer and sale of Shares to investors, depending on the circumstances, activities may result in its being deemed a participant in a distribution in a manner which could that would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities 1933 Act. The Participant also understands should review the “Plan of Distribution” section of the Prospectus and acknowledges that dealers who are consult with its own counsel in connection with entering into this Agreement and submitting an order for the creation of Creation Unit(s). If the Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not "underwriters" but are effecting transactions in Sharesotherwise required to be registered, whether qualified or not participating a member of FINRA as set forth in the distribution second paragraph of Sharesthis Section 1, may be required the Participant shall, with respect to deliver the Participant’s transactions in, and activities regarding, the Shares (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the full disclosure requirements of the 1933 Act, and the regulations promulgated thereunder, and (iii) conduct its business in accordance with the spirit of the FINRA Conduct Rules. The Participant has entered into an Agreement with at least one of the custodians of the Trust (each, a prospectus“Custodian” and collectively, the “Custodians”) to establish an account (the “Participant Bitcoin Account”) for depositing and holding bitcoin. The Participant shall maintain such Participant Bitcoin Account for purposes of effecting receipt and delivery of bitcoin to/from the Trust’s account with such Custodian(s) to facilitate in-kind creation and redemption transactions.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' CNS Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "“Participating Party"”); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' CNS Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "“DTC Participant"”). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' CNS Clearing Process or outside the Trusts' CNS Clearing Process, subject to the procedures for creation and redemption referred to in Section paragraph 2 of this Agreement ("“Execution of Orders"”) and the procedures described in Attachment A the Annexes attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreementcause the Participant to become ineligible to create or redeem PowerShares QQQ Shares, and the shall cause this Agreement to terminate. The Participant shall give immediate notice to the Distributor and the Transfer Agent Trustee of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the "NASD"“FINRA”) or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified as a broker or dealer, or otherwise, dealer under all applicable state laws where it is required to do so in order that PowerShares QQQ Shares may be sold in such states where the Participant intends to sell such PowerShares QQQ Shares. The Participant agrees to conform to the rules of the NASD FINRA (if it is a member of NASDFINRA) and the securities laws of any jurisdiction in which it sells, directly or indirectly, PowerShares QQQ Shares. If the Participant is offering or selling Shares of the Trust in jurisdictions outside the several states, territories and possessions of the United States (“US”) and is not otherwise required to the extent such lawsbe registered, rules and regulations relate to the Participant's transactions inqualified, and activities with respect toor a member FINRA as set forth above, the Shares. The Participant understands and acknowledges that nevertheless agrees (i) to observe the proposed method by applicable laws of the jurisdiction in which Creation Units such offer and/or sale is made, (ii) to comply with the full disclosure requirements of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 1933, as amended (the "Securities “1933 Act"”) and the regulations promulgated thereunder and (iii) to conduct its business in accordance with the spirit of the FINRA Conduct Rules. The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT ACT”). The Participant understands has the capability to send and acknowledges that its offer receive communications via authenticated telecommunication facility to and sale of Shares to investorsfrom the Distributor, depending on the circumstancesTrustee, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities ActAuthorized Participant’s custodian. The Participant also understands shall confirm such capability to the satisfaction of the Distributor and acknowledges that dealers who are not "underwriters" but are effecting transactions the Trustee prior to placing its first Order with the Trustee in Shares, its capacity as transfer agent (whether it is a Purchase Order or not participating in the distribution of Shares, may be required to deliver a prospectusRedemption Order).

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Fed Book Entry System and DTC, it is eligible to utilize the Fed Book Entry System and is a Participant in DTC (as defined in the Trust’s Prospectus, a “DTC Participant”); or (ii) with respect to (a) orders for the creation or redemption of Creation Units by means of the Trust’s Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Trust’s Prospectus, a "“Participating Party"”); and (iib) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Trust’s Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing ProcessUnits, subject to the procedures for creation and redemption referred to in Section Sections 2 and 3 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereofhereto, through, as applicable, (i) the same may be amended from time to time Fed Book Entry System and/or DTC or Euroclear; or ("Attachment A")ii) either the Trust’s Clearing Process or outside the Trust’s Clearing Process. Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate prompt notice to the Distributor and the Transfer Agent of such change. Transfers of securities settling through Euroclear or other foreign depositories may require Participant access to such facilities. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (the "NASD"“FINRA”) or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified to act as a broker or dealer, or otherwiseis otherwise exempt from such registration or license, under as required according to all applicable state laws where it is required to do so of the states or other jurisdictions in order that Shares may be sold in such states where which the Participant intends to sell such Sharestransacts November 2019 business. The Participant is a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act of 1933, as amended. The Participant agrees to conform to the rules of the NASD Conduct Rules (or to comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently renamed, repealed, rescinded or are otherwise replaced by FINRA Conduct Rules) if it is a member of NASD) FINRA and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's ’s transactions in, and activities with respect to, to the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Trust’s Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Trust’s Prospectus, a "“Participating Party"”); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Trust’s Clearing Process, it is a DTC Participant (as defined in the Trust’s Prospectus, a "“DTC Participant"”). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Trust’s Clearing Process or outside the Trusts' Trust’s Clearing Process, subject to the procedures for creation and redemption referred to in Section paragraphs 2 and 3 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate prompt notice to the Distributor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. Financial Industry Regulation Agency (the "NASD"“FINRA”) or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASDFINRA. The Participant is qualified registered and/or licensed to act as a broker or dealer, or otherwiseis otherwise exempt, under as required according to all applicable state laws where it is required to do so of the state(s) in order that Shares may be sold in such states where which the Participant intends to sell such Sharesconducts its activities as defined hereunder. The Participant agrees to conform to the rules of the NASD FINRA (if it is a member of NASDFINRA) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's ’s transactions in, and activities with respect to, the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Trust Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Nasdaq-100 Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the ProspectusNasdaq-100 Shares prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Nasdaq-100 Clearing Process, it is a DTC Participant (as defined in the ProspectusNasdaq-100 Shares prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Nasdaq-100 Clearing Process or outside the Trusts' Nasdaq-100 Clearing Process, subject to the procedures for creation and redemption referred to in Section paragraph 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate notice to the Distributor and the Transfer Agent Trustee of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. (the "NASD") or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASD. The Participant is qualified as a broker or dealer, or otherwise, under all applicable state laws where it is required to do so in order that Nasdaq-100 Shares may be sold in such states where the Participant intends to sell such Nasdaq-100 Shares. The Participant agrees to conform to the rules of the NASD (if it is a member of NASD) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Nasdaq-100 Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Trust's Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Trust's Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Trust's Clearing Process or outside the Trusts' Trust's Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate notice to the Distributor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. (the "NASD") or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASD. The Participant is qualified as a broker or dealer, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant agrees to conform to the rules of the NASD (if it is a member of NASD) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, the Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trusts and their respective Funds Trust on an ongoing basis, the offer and sale of Shares to investors may involve a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be are generally required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation Purchase Orders or redemption Redemption Orders of Creation Units by means of the Trusts' Clearing Process, it is a member WEBS of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Processany Index Series, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")participant. Any change in the foregoing status of the Participant shall terminate this Agreement, Agreement and the Participant shall give immediate prompt written notice to the Distributor and the Transfer Agent Fund of such change. The Participant further hereby represents and warrants that unless the following paragraph is applicable to it, it is registered as a broker-broker- dealer registered with under the Securities Exchange Act of 1934, as amended, is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") ), and the Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant agrees to comply with all applicable Federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Rules of Fair Practice of the NASD, and that it will not offer or sell WEBS of any Index Series of the Fund in any state or jurisdiction where they may not lawfully be offered and/or sold. If the Participant is exempt from or offering and selling WEBS of any Index Series of the Fund in jurisdictions outside the several states, territories, and possessions of the United States and is not otherwise not required to be licensed as a broker-dealer registered, qualified, or a member of the NASD. The Participant is qualified NASD as a broker or dealerset forth above, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant nevertheless agrees to conform to observe the rules applicable laws of the NASD jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933, as amended (if it is a member of NASDthe "1933 Act") and the securities laws regulations promulgated thereunder and to conduct its business in accordance with the spirit of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to Rules of Fair Practice of the Participant's transactions in, and activities with respect to, the SharesNASD. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares WEBS will be purchased created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares WEBS may be issued and sold by the Trusts and their respective Funds Fund on an ongoing basis, the offer and sale of Shares to investors may involve at any point a "distribution," ", as such term is used in the Securities Act of 1933 (the "Securities Act"), may occur. The Participant understands and acknowledges that some activities on its offer and sale of Shares to investorspart may, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities 1933 Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in SharesWEBS, whether or not participating in the distribution of SharesWEBS, may be are generally required to deliver a prospectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts' Trust's Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the ProspectusTrust's prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Trust's Clearing Process, it is a DTC Participant (as defined in the ProspectusTrust's prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Trust's Clearing Process or outside the Trusts' Trust's Clearing Process, subject to the procedures for creation and redemption referred to in Section paragraph 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")hereto. Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give immediate notice to the Distributor and the Transfer Agent of such change. The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. (the "NASD") or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASD. The Participant is qualified as a broker or dealer, or otherwise, under all applicable state laws where it is required to do so in order that Trust Shares may be sold in such states where the Participant intends to sell such Trust Shares. The Participant agrees to conform to the rules of the NASD (if it is a member of NASD) and the securities laws of any jurisdiction in which it sells, directly or indirectly, Trust Shares, to the extent such laws, rules and regulations relate to the Participant's transactions in, and activities with respect to, to the Trust Shares. The Participant understands and acknowledges that the proposed method by which Creation Units of Trust Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Trust Shares may be issued and sold by the Trusts and their respective Funds Trust on an ongoing basis, the offer and sale of Trust Shares to investors may involve a "distribution," ", as such term is used in the Securities Act of 1933 (the "Securities Act"). The Participant understands and acknowledges that its offer and sale of Trust Shares to investors, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities 1933 Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Trust Shares, whether or not participating in the distribution of Trust Shares, may be are generally required to deliver a prospectusProspectus.

Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation Purchase Orders or redemption Redemption Orders of Creation Units by means of the Trusts' Clearing Process, it is a member WEBS of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts' Clearing Processany Index Series, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units (a "Creation Order" and "Redemption Order," respectively) either through the Trusts' Clearing Process or outside the Trusts' Clearing Process, subject to the procedures for creation and redemption referred to in Section 2 of this Agreement ("Execution of Orders") and the procedures described in Attachment A attached hereto and incorporated herein and made a part hereof, as the same may be amended from time to time ("Attachment A")participant. Any change in the foregoing status of the Participant shall terminate this Agreement, Agreement and the Participant shall give immediate prompt written notice to the Distributor and the Transfer Agent Fund of such change. The Participant further hereby represents and warrants that unless the following paragraph is applicable to it, it is registered as a broker-dealer registered with under the Securities Exchange Act of 1934, as amended, is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") ), and the Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant agrees to comply with all applicable Federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Rules of Fair Practice of the NASD, and that it will not offer or sell WEBS of any Index Series of the Fund in any state or jurisdiction where they may not lawfully be offered and/or sold. If the Participant is exempt from or offering and selling WEBS of any Index Series of the Fund in jurisdictions outside the several states, territories, and possessions of the United States and is not otherwise not required to be licensed as a broker-dealer registered, qualified, or a member of the NASD. The Participant is qualified NASD as a broker or dealerset forth above, or otherwise, under all applicable state laws where it is required to do so in order that Shares may be sold in such states where the Participant intends to sell such Shares. The Participant nevertheless agrees to conform to observe the rules applicable laws of the NASD jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933, as amended (if it is a member of NASDthe "1933 Act") and the securities laws regulations promulgated thereunder and to conduct its business in accordance with the spirit of any jurisdiction in which it sells, directly or indirectly, Shares, to the extent such laws, rules and regulations relate to Rules of Fair Practice of the Participant's transactions in, and activities with respect to, the SharesNASD. The Participant understands and acknowledges that the proposed method by which Creation Units of Shares WEBS will be purchased created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares WEBS may be issued and sold by the Trusts and their respective Funds Fund on an ongoing basis, the offer and sale of Shares to investors may involve at any point a "distribution," ", as such term is used in the Securities Act of 1933 (the "Securities Act"), may occur. The Participant understands and acknowledges that some activities on its offer and sale of Shares to investorspart may, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.1933