Exhibit (e)(1)
DISTRIBUTION AGREEMENT
Distribution Agreement made this ___ day of _________, 2002, by and between
ETF Advisors Trust, a Delaware business trust (the "Trust"), and ALPS
Distributors, Inc., a Colorado corporation (the "Distributor").
WHEREAS, the Trust is a registered open-end management investment company
organized as a series trust offering a number of portfolios of securities (each
a "Fund" and collectively the "Funds"), each investing primarily in equity
securities selected to reflect the performance of a particular fixed-income
market index, having filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form N-1A under the Securities Act of
1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Trust intends to create and redeem shares of beneficial
interest, par value $.001 per Share (the "Shares") of each Fund on a continuous
basis at their net asset value only in aggregations constituting a Creation
Unit, as such term is defined in the Registration Statement;
WHEREAS, the Shares of each Fund will be listed on the American Stock
Exchange LLC (the "AMEX") and traded under the symbols set forth in Exhibit A,
attached hereto and incorporated herein by reference;
WHEREAS, the Trust desires to retain the Distributor to act as the
distributor with respect to the issuance and distribution of Creation Units of
Shares of each Fund, hold itself available to receive and process orders for
such Creation Units in the manner set forth in the Trust's Prospectus, and to
enter into arrangements with broker-dealers who may solicit purchases of Shares
and with broker-dealers and others to provide for servicing of shareholder
accounts and for distribution assistance, including broker-dealer and
shareholder support;
WHEREAS, the Distributor is a registered broker-dealer under the Securities
Exchange Act of 1934, as amended (the "1934 Act") and a member of the National
Association of Securities Dealers ("NASD"); and
WHEREAS, the Distributor desires to provide the services described herein
to the Trust.
NOW, THEREFORE, in consideration of the mutual promises and undertakings
herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints the Distributor as the exclusive
distributor for Creation Unit aggregations of Shares of each Fund listed in
Exhibit A hereto, as may be amended by the parties from time to time, on the
terms and for the period set forth in this Agreement and subject to the
registration requirements of the 1933 Act and of the laws governing the sale of
securities in the various states, and the Distributor hereby accepts such
appointment and agrees to act in such capacity hereunder.
2. Definitions. Wherever they are used herein, the following terms have the
following respective meanings:
a. "1940 Act" means the Investment Company Act of 1940 and the rules and
regulations thereunder as amended from time to time;
b. "Prospectus" means the Prospectus and Statement of Additional
Information constituting parts of the Registration Statement of the Trust under
the 1933 Act and the 1940 Act as such Prospectus and Statement of Additional
Information may be amended or supplemented and filed with the Commission from
time to time;
c. "Registration Statement" means the registration statement most
recently filed from time to time by the Trust with the Commission and effective
under the 1933 Act and the 1940 Act, as such registration statement is amended
by any amendments thereto at the time in effect;
d. All capitalized terms used but not defined in this Agreement shall
have the meanings ascribed to such terms in the Registration Statement and the
Prospectus.
3. Duties of the Distributor.
(a) The Trust grants to the Distributor the exclusive right to receive all
orders for purchases of Creation Units of each Fund from Participating Parties
or DTC Participants which have executed a Participant Agreement ("Authorized
Participants") and to transmit such orders to the Trust in accordance with the
Registration Statement and Prospectus; provided, however, that nothing herein
shall affect or limit the right and ability of the Trust to accept Deposit
Securities and related Cash Components through or outside the Clearing Process,
and as provided in and in accordance with the Registration Statement and
Prospectus. The Trust acknowledges that the Distributor shall not be obligated
to accept any certain number of orders for Creation Units and nothing herein
shall prevent the Distributor from entering into like distribution arrangements
with other investment companies.
(b) The Distributor agrees to act as agent of the Trust with respect to
the continuous distribution of Creation Units of each Fund as set forth in the
Registration Statement and in accordance with the provisions thereof. The
Distributor further agrees as follows: (a) the Distributor shall enter into
Participant Agreements between and among Authorized Participants, the
Distributor and the Transfer Agent in accordance with the Registration Statement
and Prospectus; (b) the Distributor shall generate and transmit confirmations of
Creation Unit purchase order acceptances to the purchaser; (c) the Distributor
shall deliver copies of the prospectus, included in the Registration Statement,
to purchasers of such Creation Units and upon request the Statement of
Additional Information; and (d) the Distributor shall maintain telephonic,
facsimile and/or access to direct computer communications links with the
Transfer Agent.
(c) (i) The Distributor agrees to use all reasonable efforts, consistent
with its other business, to facilitate the purchase of Creation Units through
Authorized Participants in accordance with the procedures set forth in the
Prospectus and the Participant Agreement.
(ii) The Distributor shall, at its own expense, execute selected or
soliciting dealer agreements ("Soliciting Dealer Agreements") with registered
broker-dealers and other eligible entities providing for the purchase of
Creation Units of Shares of the Funds and related promotional activities, in the
forms as approved by the Board of Trustees of the Trust. The Trust shall not
furnish or cause to be furnished to any person or display or publish any
information or materials relating to the Funds (including, without limitation,
promotional materials and sales literature, advertisements, press releases,
announcements, statements, posters, signs or other similar material), except
such information and materials that have been approved in writing by the
Distributor. Furthermore, the Distributor shall clear
and file all advertising, sales, marketing and promotional materials of the
Funds with the NASD.
(d) The Distributor agrees to administer the Distribution Plan on
behalf of the Trust. The Distributor shall, at its own expense, set up and
maintain a system of recording and payments for fees and reimbursement of
expenses disseminated pursuant to this Agreement and any other related
agreements under the Funds' Rule 12b-1 Plans and shall, pursuant to the 1940
Act, report such payment activity under the Distribution Plan to the Trust at
least quarterly.
(e) The Distributor shall provide toll-free lines, by way of the
American Stock Exchange Index Share Product Hotline (1800-THE-AMEX) for direct
investor and shareholder use between the hours of 9:00 a.m. and 8:00 p.m.
Eastern standard time on each day the New York Stock Exchange is open for
business, with appropriate NASD licensed order taking and distribution services
staff.
(f) All activities by the Distributor and its agents and employees
which are primarily intended to result in the sale of Creation Units shall
comply with the Registration Statement and Prospectus, the instructions of the
Board of Trustees of the Trust and all applicable laws, rules and regulations
including, without limitation, all rules and regulations made or adopted
pursuant to the 1940 Act by the Commission or any securities association
registered under the 1934 Act, including the NASD and the AMEX.
(g) Except as otherwise noted in the Registration Statement and
Prospectus, the offering price for all Creation Units of Shares will be the
aggregate net asset value of the Shares per Creation Unit of the relevant Fund,
as determined in the manner described in the Registration Statement and
Prospectus.
(h) If and whenever the determination of net asset value is suspended
and until such suspension is terminated, no further orders for Creation Units
will be processed by the Distributor except such unconditional orders as may
have been placed with the Distributor before it had knowledge of the suspension.
In addition, the Trust reserves the right to suspend sales and Distributor's
authority to process orders for Creation Units on behalf of the Trust, upon due
notice to the Distributor, if, in the judgment of the Trust, it is in the best
interests of the Trust to do so. Suspension will continue for such period as may
be determined by the Trust.
(i) The Distributor is not authorized by the Trust to give any
information or to make any representations other than those contained in the
Registration Statement or Prospectus or contained in shareholder reports or
other material that may be prepared by or on behalf of the Trust for the
Distributor's use. The Distributor shall be entitled to rely on and shall not be
responsible in any way for information provided to it by the Trust and its
respective service providers and shall not be liable or responsible for the
errors and omissions of such service providers, provided that the foregoing
shall not be construed to protect the Distributor against any liability to the
Trust or the Trust's shareholders to which the Distributor would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
(j) The Board of Trustees shall approve the form of any Soliciting
Dealer Agreement to be entered into by the Distributor.
(k) At the request of the Trust, the Distributor shall enter into
agreements in the form specified by the Trust (each a "Participant Agreement")
with participants in the system for book-entry of The Depository Trust Company
and the NSCC as described in the Prospectus.
(l) The Distributor shall ensure that all direct requests for
Prospectuses, Statements of
Additional of Information and periodic fund reports, as applicable, are
fulfilled. In addition, the Distributor shall arrange to provide the AMEX (and
any other national stock exchange on which the Shares may be listed) with copies
of Prospectuses to be provided to purchasers in the secondary market. The
Distributor will generally make it known in the brokerage community that
prospectuses and statements of additional information are available, including
by (i) advising the AMEX on behalf of its member firms of the same, (ii) making
such disclosure in all marketing and advertising materials prepared and/or filed
by the Distributor with the NASD, and (iii) as may otherwise be required by the
Commission.
(m) The Distributor agrees to make available, at the Trust's request one
or more members of its staff to attend Board meetings of the Trust in order to
provide information with regard to the ongoing distribution process and for such
other purposes as may be requested by the Board of Trustees of the Trust.
(n) The Distributor shall review all sales and marketing materials for
compliance with applicable laws and conditions of any applicable exemptive
order, and file such materials with the NASD when necessary or appropriate. All
such sales and marketing materials must be approved, in writing, by the
Distributor prior to use.
4. Duties of the Trust.
(a) The Trust agrees to issue Creation Unit aggregations of Shares of
each Fund and to request The Depository Trust Company to record on its books the
ownership of such Shares in accordance with the book-entry system procedures
described in the Prospectus in such amounts as the Distributor has requested
through the Transfer Agent in writing or other means of data transmission, as
promptly as practicable after receipt by the Trust of the requisite Deposit
Securities and Cash Component (together with any fees) and acceptance of such
order, upon the terms described in the Registration Statement. The Trust may
reject any order for Creation Units or stop all receipts of such orders at any
time upon reasonable notice to the Distributor, in accordance with the
provisions of the Prospectus.
(b) The Trust agrees that it will take all action necessary to register
an indefinite number of Shares under the 1933 Act. The Trust will make available
to the Distributor such number of copies of its then currently effective
Prospectus as the Distributor may reasonably request. The Trust will furnish to
the Distributor copies of all information, financial statements and other
papers, which the Distributor may reasonably request for use in connection with
the distribution of Creation Units. The Trust shall keep the Distributor
informed of the jurisdictions in which Shares of the Trust are authorized for
sale and shall promptly notify the Distributor of any change in this
information. The Distributor shall not be liable for damages resulting from the
sale of Shares in authorized jurisdictions where the Distributor had no
information from the Trust that such sale or sales were unauthorized at the time
of such sale or sales.
(c) The Trust represents to the Distributor that the Registration
Statement and Prospectus filed by the Trust with the Commission with respect to
the Trust have been prepared in conformity with the requirements of the 1933
Act, the 1940 Act and the rules and regulations of the Commission thereunder.
The Trust will notify the Distributor promptly of any amendment to the
Registration Statement or supplement to the Prospectus and any stop order
suspending the effectiveness of the Registration Statement.
5. Fees and Expenses.
(a) The Trust will, with respect to each Fund, pay to the Distributor all
fees and expenses pursuant to the terms of any Distribution and Service Plan in
effect for each respective Fund.
(b) The Distributor will bear the following costs and expenses relating
to the distribution of
Creation Units of the Funds:(a) the costs of processing and maintaining
records of creations of Creation Units; (b) the costs of maintaining the records
required of a broker-dealer registered under the 1934 Act; (c) the expenses of
maintaining its registration or qualification as a dealer or broker under
federal or state laws; and (d) all other expenses incurred in connection with
the distribution services contemplated herein, except as specifically provided
in this Agreement.
6. Indemnification.
(a) The Trust agrees to indemnify and hold harmless the Distributor and
any soliciting dealer that enters into a Soliciting Dealer Agreement with the
Distributor, which provides for such indemnification, in the form approved by
the Board of Trustees (each an "Indemnified Dealer") and each of the directors,
officers, agents and employees and any person who controls the Distributor or
the Indemnified Dealer within the meaning of Section 15 of the 1933 Act (any of
the Distributor, any Indemnified Dealer, their officers, agents, employees and
directors or such control persons, for purposes of this paragraph, an
"Indemnitee") against any loss, liability, claim, damages or expense (including
the reasonable cost of investigating or defending any alleged loss, liability,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith) arising out of or based upon the claim that the Registration
Statement, Prospectus, shareholder reports or other information filed or made
public by the Trust (as from time to time amended) included an untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein (and in the case of
the Prospectus, in light of the circumstances under which they were made) not
misleading under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it harmless to the
extent that the statement or omission was made in reliance upon, and in
conformity with information furnished to the Trust by or on behalf of the
Distributor. The Trust will also not indemnify any Indemnitee with respect to
any untrue statement or omission made in the Registration Statement or
Prospectus that is subsequently corrected in such document (or an amendment
thereof or supplement thereto) if a copy of the Prospectus (or such amendment or
supplement) was not sent or given to the person asserting any such loss,
liability, claim, damage or expense at or before the written confirmation to
such person in any case where such delivery is required by the 1933 Act and the
Trust had notified the Distributor of the amendment or supplement prior to the
sending of the confirmation. In no case (i) is the indemnity of the Trust in
favor of any Indemnitee to be deemed to protect the Indemnitee against any
liability to the Trust or its shareholders to which the Indemnitee would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Trust to be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against any Indemnitee unless the Indemnitee
shall have notified the Trust in writing of the claim within a reasonable time
after the summons or other first written notification giving information of the
nature of the claim shall have been served upon Indemnitee (or after Indemnitee
shall have received notice of service on any designated agent). However, failure
to notify the Trust of any claim shall not relieve the Trust from any liability
which it may have to any Indemnitee against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust shall be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any claims, but if the Trust elects to assume the defense, the defense
shall be conducted by counsel chosen by it and satisfactory to Indemnitee,
defendant or defendants in the suit. In the event the Trust elects to assume the
defense of any suit and retain counsel, Indemnitee, defendant or defendants in
the suit, shall bear the fees and expenses of any additional counsel retained by
them. If the Trust does not elect to assume the defense of any suit, it will
reimburse the Indemnitee, defendant or defendants in the suit, for the
reasonable fees and expenses of any counsel retained by them. The Trust agrees
to notify the Distributor and any Indemnified Dealer promptly of the
commencement of any litigation or proceedings against it or any of its officers
or trustees in connection with the issuance or sale of any of the Creation Units
or the Shares.
(b) The Distributor agrees to indemnify and hold harmless the Trust and
each of its Trustees
and officers and any person who controls the Trust within the meaning of Section
15 of the 1933 Act (for purposes of this paragraph, the Trust and each of its
Trustees and officers and its controlling persons are collectively referred to
as the "Trust Affiliates") against any loss, liability, claim, damages or
expense (including the reasonable cost of investigating or defending any alleged
loss, liability, claim, damages or expense and reasonable counsel fees incurred
in connection therewith) which the Trust Affiliate may incur under the 1933 Act
or any other statute or common law, but only to the extent that such loss,
liability, claim, damages or expense shall arise out of or be based upon (i) the
allegation of any wrongful act of the Distributor or any of its employees or
(ii) allegation that the Registration Statement, Prospectus, shareholder reports
or other information filed or made public by the Trust (as from time to time
amended) included an untrue statement of a material fact or omitted to state a
material fact required to be stated or necessary in order to make the statements
not misleading, insofar as the statement or omission was made in reliance upon,
and in conformity with information furnished to the Trust by or on behalf of the
Distributor. In no case (i) is the indemnity of the Distributor in favor of any
Trust Affiliate to be deemed to protect any Trust Affiliate against any
liability to the Trust or its security holders to which such Trust Affiliate
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against any Trust Affiliate unless the
Trust Affiliate shall have notified the Distributor in writing of the claim
within a reasonable time after the summons or the first written notification
giving information of the nature of the claim shall have been served upon the
Trust Affiliate (or after the Trust Affiliate shall have received notice of
service on any designated agent). However, failure to notify the Distributor of
any claim shall not relieve the Distributor from any liability which it may have
to the Trust Affiliate against whom the action is brought otherwise than on
account of its indemnity agreement contained in this paragraph. The Distributor
shall be entitled to participate at its own expense in the defense or, if it so
elects, to assume the defense of any suit brought to enforce the claim, but if
the Distributor elects to assume the defense, the defense shall be conducted by
counsel chosen by it and satisfactory to the Trust, its officers and Board and
to any controlling person or persons, defendant or defendants in the suit. In
the event that Distributor elects to assume the defense of any suit and retain
counsel, the Trust or controlling person or persons, defendant or defendants in
the suit, shall bear the fees and expenses of any additional counsel retained by
them. If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Trust, its officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Distributor agrees to notify the
Trust promptly of the commencement of any litigation or proceedings against it
in connection with the issuance and sale of any of the shares.
(c) No indemnified party shall settle any claim against it for which it
intends to seek indemnification from the indemnifying party, under the terms of
section 6(a) or 6(b) above, without the prior written notice to and consent from
the indemnifying party, which consent shall not be unreasonably withheld. No
indemnified or indemnifying party shall settle any claim unless the settlement
contains a full release of liability with respect to the other party in respect
of such action. This section 6 shall survive the termination of this Agreement.
7. Representations.
(a) The Distributor represents and warrants that (i) it is duly organized
as a Colorado corporation and is and at all times will remain duly authorized
and licensed to carry out its services as contemplated herein; (ii) the
execution, delivery and performance of this Agreement are within its power and
have been duly authorized by all necessary action; and (iii) its entering into
this Agreement or providing the services contemplated hereby does not conflict
with or constitute a default or require a consent under or breach of any
provision of any agreement or document to which the Distributor is a party or by
which it is bound and (iv) it is registered as a broker-dealer under the 1934
Act and is a member of the NASD.
(b) The Trust represents and warrants that (i) it is duly organized as a
Delaware business trust and is and at all times will remain duly authorized to
carry out its obligations as contemplated herein; (ii) it is registered as an
investment company under the 1940 Act; (iii) the execution, delivery and
performance of this Agreement are within its power and have been duly authorized
by all necessary action; and (iv) its entering into this Agreement does not
conflict with or constitute a default or require a consent under or breach of
any provision of any agreement or document to which the Trust is a party or by
which it is bound.
8. Duration, Termination and Amendment.
(a) This Agreement shall be effective on _________________, 2002, and
unless terminated as provided herein, shall continue for two years from its
effective date, and thereafter from year to year, provided such continuance is
approved annually by the vote of a majority of the Board of Trustees, and by the
vote of those Trustees who are not "interested persons" of the Trust (the
"Independent Trustees") and if a plan under Rule 12b-1 under the 1940 Act is in
effect, by the vote of those Trustees who are not "interested persons" of the
Trust and who are not parties to such Plan or this Agreement and have no
financial interest in the operation of such Plan or in any agreements related to
such Plan, cast in person at a meeting called for the purpose of voting on the
approval. This Agreement may be terminated at any time, without the payment of
any penalty, as to each Fund (i) by vote of a majority of the Independent
Trustees or (ii) by vote of a majority (as defined in the 0000 Xxx) of the
outstanding voting securities of the Fund, on at least sixty (60) days prior
written notice to the Distributor. In addition, this Agreement may be terminated
at any time by the Distributor upon at least sixty (60) days prior written
notice to the Trust. This Agreement shall automatically terminate in the event
of its assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in the 1940
Act.
(b) During such period as the Distributor receives compensation pursuant
to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related
agreement, (i) any material amendment to this Agreement requires the approval
provided for in paragraph (a) with respect to annual renewals of this Agreement,
and (ii) any amendment that materially increases the amount to be spent for
distribution services requires the additional approval of the majority of the
Trust's outstanding voting securities (as defined in the 0000 Xxx) of each
affected Fund.
(c) No provision of this Agreement may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against which
an enforcement of the change, waiver, discharge or termination is sought.
9. Notice. Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Distributor: ALPS Distributors, Inc., 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxxxx 00000, Attn.: General Counsel, fax: 000.000.0000; if to the Trust: ETF
Advisors, 153 East 53 Street, 00/xx/ Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn.:
Xxxxxxxx Xxxxxx, fax: 000.0000.0000.
10. Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the state of Delaware, without giving effect to the
choice of laws provisions thereof.
11. Counterparties. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12. Severability. If any provisions of this Agreement shall be held or made
invalid, in whole or in
part, then the other provisions of this Agreement shall remain in force. Invalid
provisions shall, in accordance with this Agreement's intent and purpose, be
amended, to the extent legally possible, by valid provisions in order to
effectuate the intended results of the invalid provisions.
13. Insurance. The Distributor will maintain at its expense an errors and
omissions insurance policy which covers services by the Distributor hereunder.
14. Segregation of Fees and Expenses. Amounts paid by each Fund to the
Distributor under its 12b-1 Plan either for distribution related services or
shareholder services shall not be used to pay for the distribution of Shares of,
or shareholder servicing in respect of, any other Fund. However, fees under the
12b-1 Plan attributable to the Trust as a whole shall be allocated to each Fund
according to the method adopted by the Trust's Board of Trustees. Fees
attributable to the Trust as a whole shall include any amounts payable under the
12b-1 Plans to the Distributor for its services rendered hereunder. The
Distributor's allocation of such 12b-1 Plan fees shall be subject to review by
the Trust's Board of Trustees.
15. Limitation of Liability. The Declaration of Trust dated May 29, 2002,
establishing the Trust, which is hereby referred to and a copy of which is on
file with the Secretary of State of the state of Delaware, provides that the
name ETF Advisors Trust means the Trustees from time to time serving (as
Trustees but not personally) under such Declaration of Trust. It is expressly
acknowledged and agreed that the obligations of the Trust hereunder shall not be
binding upon any of the shareholders, Trustees, officers, employees or agents of
the Trust, personally, but shall bind only the trust property of the Trust, as
provided in its Declaration of Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust and signed by an
officer of the Trust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided in
its Declaration of Trust. The Distributor understands that the rights and
obligations of each series of shares of the Trust under the Declaration of Trust
are separate and distinct from those of any and all other series.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first set forth
above.
ETF ADVISORS TRUST
By:_______________________________
Name:_____________________________
Title:____________________________
ALPS DISTRIBUTORS, INC.
By:_______________________________
Name:_____________________________
Title:____________________________
EXHIBIT A
FUND SYMBOL
Treasury 1 FITR ETF TFT
Treasury 2 FITR ETF TOU
Treasury 5 FITR ETF TFI
Treasury 10 FITR ETF TTE
Dated as of _____________________
