Common use of DUTIES OF THE COMPANY Clause in Contracts

DUTIES OF THE COMPANY. (a) The Company agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Company reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Company agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Company will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Company’s books and accounts made by independent public accountants regularly retained by the Company, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Company shall inform Distributor of any such jurisdictions in which the Company has filed notice filings for Shares for sale under the securities laws thereof 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 Company that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Company reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Company. Upon due notice to the Distributor, the Company shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Company, it is in the best interests of the Company to do so. Suspension will continue for such period as may be determined by the Company. (e) The Company shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Company will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Company.

DUTIES OF THE COMPANY. (a) The 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the Company agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Company reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any timesell its Shares so long as it has Shares available. (b) 5.2 The Company agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Company will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) shall furnish ASM copies of semi-annual reports all information, financial statements and annual audited reports of the Company’s books and accounts made by independent public accountants regularly retained by the Company, and (iii) such other publicly available information papers which ASM may reasonable request for use in connection with the distribution of Creation Units. (d) Shares, and this shall include one certified copy, upon request by ASM, of all financial statements prepared for the Company by independent public accountants. The Company shall inform Distributor make available to ASM such number of copies of its Prospectus and annual and interim reports as ASM shall reasonable request. 5.3 The Company shall take, from time to time, but subject to the necessary approval of the Board of Directors and the shareholders of the Company, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same under the Securities Act, to the end that there will be available for sale such number of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading. 5.4 The Company shall use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Company has filed notice filings for appropriate number of Shares for sale under the securities laws thereof of such states as ASM and shall promptly notify the Distributor of any change in this information. The Distributor Company may approve; provided that the Company shall not be liable for damages resulting from required to amend its Articles of Incorporation or By-Laws to comply with the sale laws of any state, to maintain an office in any state, to change the terms of the offering of Shares in authorized jurisdictions where the Distributor had no information any state from the Company that terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. Any such sale qualification may be withheld, terminated or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that withdrawn by the Company reserves at any time in its discretion. As provided in Section 9 hereof, the right to suspend sales expense of qualification and Distributor’s authority to review and approve orders for Creation Units on behalf maintenance of qualification shall be borne by the Company. Upon due notice ASM shall furnish such information and other material relating to the Distributor, the Company shall suspend the Distributor’s authority to review its affairs and approve Creation Units if, in the judgment of the Company, it is in the best interests of the Company to do so. Suspension will continue for such period activities as may be determined required by the CompanyCompany in connection with such qualifications. (e) The Company shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Company will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Company.

DUTIES OF THE COMPANY. (a) The Company agrees to createsell Shares so long as it has Shares available for sale except for such times at which the sale of its Shares has been suspended by order of the Directors or by order of the Securities and Exchange Commission: and to deliver certificates (if any) for, issueor cause the Company's transfer and dividend disbursing agent (or such other agent as designated by the Company) to issue confirmations evidencing, such Shares registered in such names and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to amounts as the Distributor and has requested in accordance with the procedures described in the Prospectuswriting, as promptly as practicable after receipt by the Company reserves of payment therefor at the right to reject any order for Creation Units or to stop all receipts net asset value thereof and written request of such orders at any timethe Distributor therefor. (b) The Company agrees that it will take all actions necessary shall keep the Distributor fully informed with regard to register an indefinite number of Shares under the 1933 Act. (c) The Company will make available its affairs and shall furnish to the Distributor such number Distributor" copies of copies as all information, financial statements and other papers which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Company’s books and accounts made by independent public accountants regularly retained by the Company, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares of the Company, and this shall include one certified copy, upon request by the Distributor, of all financial statements prepared by the Company and audited by its independent accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as the Distributor may request and shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Company's Shares and in the performance of the Distributor under this Agreement. (c) The Company shall take, from time to time, all such steps, including payment of the related filing fee, as may be necessary to register the Shares under the 1933 Act and to make available for sale such number of Shares as the Distributor may be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there may be no untrue statement of a material fact in a Registration Statement or Prospectus, or necessary in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (d) The Company shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Company has filed notice filings for an appropriate number of its Shares for sale under the securities laws thereof and shall promptly notify of such states as the Distributor and the Company may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Company as a broker or dealer in such states; provided that the Company shall not be required to amend its Articles of Incorporation or By-laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in this informationany state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Company that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Company reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Company. Upon due notice to the Distributor, the Company shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Company, it is in the best interests of the Company to do so. Suspension will continue for such period activities as may be determined required by the CompanyCompany in connection with such qualifications. (e) The Company shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Company will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Company.

DUTIES OF THE COMPANY. (a) The Company agrees to createsell Shares so long as it has Shares available for sale except for such times at which the sale of its Shares has been suspended by order of the Directors or by order of the Securities and Exchange Commission: and to deliver certificates (if any) for, issueor cause the Company’s transfer and dividend disbursing agent (or such other agent as designated by the Company) to issue confirmations evidencing, such Shares registered in such names and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to amounts as the Distributor and has requested in accordance with the procedures described in the Prospectuswriting, as promptly as practicable after receipt by the Company reserves of payment therefor at the right to reject any order for Creation Units or to stop all receipts net asset value thereof and written request of such orders at any timethe Distributor therefor. (b) The Company agrees that it will take all actions necessary shall keep the Distributor fully informed with regard to register an indefinite number of Shares under the 1933 Act. (c) The Company will make available its affairs and shall furnish to the Distributor such number copies of copies as all information, financial statements and other papers which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Company’s books and accounts made by independent public accountants regularly retained by the Company, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares of the Company, and this shall include one certified copy, upon request by the Distributor, of all financial statements prepared by the Company and audited by its independent accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as the Distributor may request and shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Company’s Shares and in the performance of the Distributor under this Agreement. (c) The Company shall take, from time to time, all such steps, including payment of the related filing fee, as may be necessary to register the Shares under the 1933 Act and to make available for sale such number of Shares as the Distributor may be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there may be no untrue statement of a material fact in a Registration Statement or Prospectus, or necessary in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (d) The Company shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Company has filed notice filings for an appropriate number of its Shares for sale under the securities laws thereof and shall promptly notify of such states as the Distributor and the Company may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Company as a broker or dealer in such states; provided that the Company shall not be required to amend its Articles of Incorporation or By-laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in this informationany state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Company that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Company reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Company. Upon due notice to the Distributor, the Company shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Company, it is in the best interests of the Company to do so. Suspension will continue for such period activities as may be determined required by the CompanyCompany in connection with such qualifications. (e) The Company shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Company will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Company.

DUTIES OF THE COMPANY. (a) The Company agrees to create, issue, and redeem Creation Units of each Fund in accordance In connection with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the ProspectusServices, the Company reserves the right to reject any order for Creation Units or to stop shall furnish Service Provider with all receipts of such orders at any time. (b) The Company agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Company will make available to the Distributor such number of copies as Distributor may information which Service Provider reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product descriptionrequests, (ii) copies of semi-annual reports and annual audited reports including without limitation a list of the Company’s books former, current, and accounts made by independent public accountants regularly retained by prospective clients, financial statements, operating plans and budgets, marketing and sales information, and shall provide Service Provider with access to the Company’s officers, managers, directors, accountants, legal counsel and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) advisors. The Company shall inform Distributor of any hereby represents and warrants to Service Provider that all such jurisdictions in which the Company has filed notice filings for Shares for sale under the securities laws thereof information is and shall promptly notify be true and accurate in all material respects on the Distributor date it is given to Service Provider and does not and shall not contain any untrue statement of any change a material fact or omit to state a material fact necessary in this informationorder to make the statements made, in the light of the circumstances under which they were made, not misleading. 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 Company that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that Service Provider shall be using and relying upon such information supplied by the Company reserves and its officers, managers, directors, agents and others. If any information provided to Service Provider by the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Company. Upon due notice to the DistributorCompany becomes inaccurate, incomplete or misleading in any material respect during Service Provider's engagement hereunder, the Company shall suspend so advise Service Provider in a prompt manner. The foregoing shall be limited to information reasonably required by Service Provider to provide the Distributor’s authority Services hereunder, and shall not extend to review cover any materials or information altered, amended, created, or processed by Service Provider under this Agreement (“Service Provider Information”). Service Provider hereby represents and approve Creation Units ifwarrants to Customer that all Service Provider Information is and shall be true and accurate in all material respects on the date it is given to Customer or third parties in the course of providing the Services, and does not and shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the judgment light of the Companycircumstances under which they were made, it is in the best interests of not misleading. The Service Provider acknowledges and agrees that Company shall be using and relying upon such Service Provider Information its officers, managers, directors, agents and others. If any information provided by Service Provider to the Company to do so. Suspension will continue for such period as may be determined by the Companybecomes inaccurate, incomplete or misleading in any material respect during Service Provider's engagement hereunder, Service Provider shall so advise Customer in a prompt manner. (e) The Company shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Company will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Company.

DUTIES OF THE COMPANY. (a) The Company agrees to createsell Shares so long as it has Shares available for sale except for such times at which the sale of its Shares has been suspended by order of the Directors or by order of the Securities and Exchange Commission: and to deliver certificates (if any) for, issueor cause the Company's transfer and dividend disbursing agent (or such other agent as designated by the Company) to issue confirmations evidencing, such Shares registered in such names and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to amounts as the Distributor and has requested in accordance with the procedures described in the Prospectuswriting, as promptly as practicable after receipt by the Company reserves of payment therefor at the right to reject any order for Creation Units or to stop all receipts net asset value thereof and written request of such orders at any timethe Distributor therefor. (b) The Company agrees that it will take all actions necessary shall keep the Distributor fully informed with regard to register an indefinite number of Shares under the 1933 Act. (c) The Company will make available its affairs and shall furnish to the Distributor such number copies of copies as all information, financial statements and other papers which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Company’s books and accounts made by independent public accountants regularly retained by the Company, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares of the Company, and this shall include one certified copy, upon request by the Distributor, of all financial statements prepared by the Company and audited by its independent accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as the Distributor may request and shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Company's Shares and in the performance of the Distributor under this Agreement. (c) The Company shall take, from time to time, all such steps, including payment of the related filing fee, as may be necessary to register the Shares under the 1933 Act and to make available for sale such number of Shares as the Distributor may be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there may be no untrue statement of a material fact in a Registration Statement or Prospectus, or necessary in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (d) The Company shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Company has filed notice filings for an appropriate number of its Shares for sale under the securities laws thereof and shall promptly notify of such states as the Distributor and the Company may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Company as a broker or dealer in such states; provided that the Company shall not be required to amend its Articles of Incorporation or By-laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in this informationany state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Company that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Company reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Company. Upon due notice to the Distributor, the Company shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Company, it is in the best interests of the Company to do so. Suspension will continue for such period activities as may be determined required by the CompanyCompany in connection with such qualifications. (e) The Company shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Company will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Company.

DUTIES OF THE COMPANY. (a) The Company agrees to createsell its Shares so long as it has Shares available for sale and to cause the Company"s transfer and shareholder servicing agent to record on its books the ownership of (or deliver certificates, issueif any, for) such Shares registered in such names and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to amounts as the Distributor and has requested in accordance with the procedures described in the Prospectuswriting or other means of data transmission, as promptly as practicable after receipt by the Company reserves of the right to reject any order for Creation Units or to stop all receipts net asset value thereof and written request of such orders at any timethe Distributor therefor. (b) The Company agrees that it will take all actions necessary shall keep the Distributor fully informed with regard to register an indefinite number of Shares under the 1933 Act. (c) The Company will make available its affairs and shall furnish to the Distributor such number copies of copies as all information, financial statements and other papers which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Company’s books and accounts made by independent public accountants regularly retained by the Company, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares of the Company, and this shall include one certified copy, upon request by the Distributor, of all financial statements prepared for the Company by independent accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as the Distributor may request and shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Shares and in the performance of the Distributor under this Agreement. (c) The Company shall take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register its Shares under the 1933 Act to the end that there will be available for sale such number of Shares as the 3 Distributor may be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there may be no untrue statement of a material fact in a Registration Statement or Prospectus, or necessary in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (d) The Company shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Company has filed notice filings for an appropriate number of its Shares for sale under the securities laws thereof and shall promptly notify of such states as the Distributor and the Company may approve provided that the Company shall not be required to amend its Agreement and Declaration of Trust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of the Shares in this informationany state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of the Shares. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Company that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Company reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Company. Upon due notice to the Distributor, the Company shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Company, it is in the best interests of the Company to do so. Suspension will continue for such period activities as may be determined required by the CompanyCompany in connection with such qualifications. (e) The Company shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Company will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Company.

DUTIES OF THE COMPANY. (a) The Company agrees to create, issue, sell its Shares so long as it has Shares available for sale and redeem Creation Units agrees to deliver or cause the Funds' transfer agent to deliver Share certificates or to register such Shares on the records of each Fund the Funds in accordance with non-certificated form and to register such Shares on the procedures described records of the Funds in the Prospectus. Upon reasonable notice to such names and amounts as the Distributor and has requested in accordance with the procedures described in the Prospectuswriting, as promptly as practicable after receipt by the Company reserves of the right to reject any order net asset value thereof and written instructions for Creation Units or to stop all receipts of registering such orders at any timeShares. (b) The Company agrees that it will take all actions necessary shall keep the Distributor fully informed with regard to register an indefinite number of Shares under the 1933 Act. (c) The Company will make available its affairs and shall furnish to the Distributor such number copies of copies as all financial statements and other information that the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Company’s books and accounts made by independent public accountants regularly retained by the Company, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares. Upon request by the Distributor, the Company will furnish a certified copy of the current financial statements prepared for the Funds by the Company's independent accountants. The Company will furnish such reasonable number of copies of the current Prospectus and financial statements as the Distributor may request. The Company shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of Shares. (c) The Company shall take all necessary action to provide for authorized Shares and for the payment of filing fees as may be necessary to register the Shares under the 1933 Act and the 1940 Act so that Shares will be available for sale by the Distributor. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement or Prospectus, and so that there will be no omission to state a material fact in the Registration Statement or Prospectus. (d) The Company shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Company has filed notice filings for an appropriate number of Shares for sale under the securities laws thereof and shall promptly notify of such states as the Distributor and the Fund may approve; and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Company as a broker or dealer in such states. The Company shall not be required to amend its Agreement of Company or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in this informationany state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Company that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Company reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Company. Upon due notice to the Distributor, the Company shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Company, it is in the best interests of the Company to do so. Suspension will continue for such period activities as may be determined required by the CompanyCompany in connection with such qualifications. (e) The Company shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Company will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Company.

DUTIES OF THE COMPANY. (a) The Company agrees to createsell its Shares so long as it has Shares available for sale and to cause the Company's transfer and shareholder servicing agent to record on its books the ownership of (or deliver certificates, issueif any, for) such Shares registered in such names and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to amounts as the Distributor and has requested in accordance with the procedures described in the Prospectuswriting or other means of data transmission, as promptly as practicable after receipt by the Company reserves of the right to reject any order for Creation Units or to stop all receipts net asset value thereof and written request of such orders at any timethe Distributor therefor. (b) The Company agrees that it will take all actions necessary shall keep the Distributor fully informed with regard to register an indefinite number of Shares under the 1933 Act. (c) The Company will make available its affairs and shall furnish to the Distributor such number copies of copies as all information, financial statements and other papers which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Company’s books and accounts made by independent public accountants regularly retained by the Company, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares of the Company, and this shall include one certified copy, upon request by the Distributor, of all financial statements prepared for the Company by independent accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as the Distributor may request and shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Shares and in the performance of the Distributor under this Agreement. (c) The Company shall take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register its Shares under the 1933 Act to the end that there will be available for sale such number of Shares as the Distributor may be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there may be no untrue statement of a material fact in a Registration Statement or Prospectus, or necessary in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (d) The Company shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Company has filed notice filings for an appropriate number of its Shares for sale under the securities laws thereof and shall promptly notify of such states as the Distributor and the Company may approve provided that the Company shall not be required to amend its Agreement and Declaration of Trust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of the Shares in this informationany state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of the Shares. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Company that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Company reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Company. Upon due notice to the Distributor, the Company shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Company, it is in the best interests of the Company to do so. Suspension will continue for such period activities as may be determined required by the Company. (e) The Company shall arrange to provide the Listing Exchanges in connection with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Company will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Company.qualifications,

DUTIES OF THE COMPANY. (a) ALPS and the Company shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Company shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Company’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional. (b) The Company agrees to create, issue, issue Creation Unit aggregations of Shares of the Company and redeem Creation Units to request The Depository Trust Company to record on its books the ownership of each Fund such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to prospectus in such amounts as ALPS has requested through the Distributor transfer agent in writing or other means of data transmission, as promptly as practical after receipt by the Company of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Company reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to ALPS, in accordance with the provisions of the Prospectus. (bc) The Company agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) 0000 Xxx. The Company will shall make available to the Distributor ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as Distributor ALPS may reasonably request. The Company will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Company’s books and accounts made by independent public accountants regularly retained by the Company, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Company shall inform Distributor agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of any the Shares for sale in such states as ALPS may designate. The Company will keep ALPS informed of the jurisdictions in which Creation Units of the Company has filed notice filings for Shares are authorized for sale under the securities laws thereof and land shall promptly notify the Distributor ALPS 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 Company that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Company reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Company. Upon due notice to the Distributor, the Company shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Company, it is in the best interests of the Company to do so. Suspension will continue for such period as may be determined by the Company. (e) The Company shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Company will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Company.