Common use of Duties of the Distributor Clause in Contracts

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) 7.1 The Distributor agrees shall for all purposes herein provided be deemed to serve as the principal underwriter of be an independent contractor and, unless expressly provided herein or otherwise authorized, shall have no authority to act for or represent the Funds in connection any way. The Distributor, by separate agreement with the review and approval a Fund, may also serve such Fund in other capacities. The services of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor to a Fund under this Agreement are not to be deemed exclusive, and Transfer Agent/ Index Receipt Agentthe Distributor shall be free to render similar or other services to others so long as its services hereunder are not impaired thereby. Nothing herein The Distributor represents that it is a registered broker-dealer and a member in good standing of FINRA. 7.2 The Distributor shall affect or limit have the right to enter into agreements with Dealers (“Dealer Agreements”) for the sale of Shares, provided that the applicable Fund shall approve the forms of such agreements. (Dealers are sometimes referred to in such agreements as sub-distribution agents.). Within the United States, the Distributor shall offer and ability sell Shares only through such Dealers as are members in good standing of FINRA or are institutions exempt from registration under applicable federal securities laws. Shares sold through Dealers shall be offered and sold by Dealers only at the offering price determined as set forth in the then current Registration Statement of the Transfer Agent/ Index Receipt Agent applicable Fund. 7.3 The Distributor shall devote reasonable time and effort to accept Fund Securitieseffect sales of Shares, 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 but shall not be obligated to approve sell any certain specific number of Shares. Sales of the Shares shall be on the terms described in the applicable Registration Statement. The Distributor may enter into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. The Distributor shall compensate the Dealers as set forth in the applicable Registration Statement. 7.4 In selling the Shares, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all federal and state laws relating to the sale of such securities. Neither the Distributor nor any Dealer nor any other person is authorized by a Fund to give any information or to make any representations, other than those contained in the Registration Statement or Prospectus and any sales literature approved by officers of the Fund. 7.5 The Distributor agrees to: (i) sell Shares only to an investor who is an “Eligible Investor” as that term is defined in the Registration Statement; (ii) obtain and comply with any investor certification requirements set forth in the applicable Fund’s Registration Statement; and (iii) impose the requirements set forth in (i) and (ii) of this paragraph as a condition of the sales activity of any firm or other person with whom the Distributor enters into a selling group arrangement with respect to the Shares. 7.6 The Distributor shall sell Shares of a Fund to or through qualified Dealers in such a manner, not inconsistent with the provisions hereof and the Fund’s Registration Statement, as the Distributor may determine from time to time, provided that no Dealer or other person shall be appointed or authorized to act as agent of the Fund without prior consent of the Fund. 7.7 The Distributor shall adopt and follow procedures, or cause a Fund’s agent to adopt or follow procedures, for the confirmation of sales to investors and Dealers, the collection of amounts payable by investors and Dealers on such sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Securities Exchange Act Rule 10b-10 and the rules of FINRA. 7.8 The Distributor and/or the Adviser may pay fees or concessions to Dealers, and may pay them to others in its discretion, in such amounts as the Distributor and/or the Adviser shall determine from time to time consistent with applicable regulations. 7.9 The Distributor will require each Dealer to conform to the provisions hereof and the Registration Statement with respect to the net asset value, as applicable, of a Fund’s Shares, and neither the Distributor nor any such Dealer shall withhold the placing of purchase orders so as to make a profit thereby. 7.10 The Distributor shall act as agent of each Fund in connection with the sale and repurchase of Shares. Except as otherwise provided in this Agreement, the Distributor shall act as principal with respect to all other matters relating to the promotion or the sale of Shares. The Distributor shall enter into agreements with Dealers to offer and sell shares to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the terms of this Agreement. Each agreement with a Dealer shall provide that the Dealer agrees that it is acting as principal for the Dealer’s own account or as agent on behalf of the Dealer’s customers in all transactions in Shares (and not as agent of a Fund), except that in connection with orders for Creation Unitsthe purchase of Shares on behalf of any IRAs, 401(k) plans or other retirement plan accounts, by mail, telephone, or wire, the Dealer shall agree it acts as agent for the custodian or trustee of such plans. (b) 7.11 The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust file with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trustall necessary regulatory authorities, such as FINRA, the Distributor shall enter into Authorized Participant Agreements between Securities and among Authorized ParticipantsExchange Commission (the “SEC”), the Distributor Commodity Futures Trading Commission (the “CFTC”) and the Transfer Agent/Index Receipt Agent, for National Futures Association (the purchase “NFA”) such advertising and redemption of Creation Units of sales literature as has been previously approved by the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that it will have legal responsibility under all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trustapplicable laws, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies , including the rules and procedures (a “Compliance Program”) that are reasonably designed to prevent violations regulations of the Federal Securities Laws (as defined in Rule 38a-1 SEC, FINRA, CFTC and NFA for the form and use of all advertising and sales literature for the 0000 Xxx) Funds which the Distributor prepares, uses, approves for use and/or files with respect to the Distributor’s services under this AgreementSEC, and to provide any and all information with respect to the Compliance ProgramFINRA, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesCFTC and/or NFA.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (“NSCC Participants”) that have executed an a Participant Agreement, as defined in paragraph 3(b) hereof, (“Authorized Participant Agreement Participants”) with the Distributor and the transfer agent of the Trust (“Transfer Agent/ Index Receipt Agent. Nothing ”) and to transmit such orders to the custodian of the Trust (“Custodian”) and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, Instruments and related Cash Components Amounts 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (all such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available copies shall deliver a copy of current Prospectus when available, to each Authorized Participant of the Prospectus to purchasers of such Creation Units relevant Fund and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the investment adviser of the Trust or the investment sub-adviser of the Trust (collectively, “Adviser”) and the Board of Trustees of the Trust, the Agreement and Declaration of 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 SEC or any securities association registered under the 1934 Act, including FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units will be the aggregate NAV of the Shares per Creation Unit of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus. (f) If and whenever the determination of NAV 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. (g) 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 its 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. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund Fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of the Prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the SEC or its staff. The Distributor shall not bear any costs associated with printing the Prospectuses, Statements of Additional Information and all other such materials, but shall bear the costs associated with delivering such documents to persons required by applicable law to receive them. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board of Trustees (“Board”) meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approve, prior to use, approve all Trust sales and marketing materials (“Marketing Materials”) regarding each Fund for compliance with SEC applicable laws and FINRA advertising rulesthe conditions of any applicable exemptive order, and will shall file all Marketing Materials such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materialstheir use. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as (i) the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as (ii) a current prospectus Prospectus, as required by Section 10 of the 1933 Act Act, is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) The Distributor shall work maintain and make available a dedicated toll-free line for Authorized Participants to place requests to create and redeem Creation Units. The Distributor will use the Trust’s transfer agent’s order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units. The order processing system shall, including without limitation, (i) generate and transmit confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) provide acknowledgements to Authorized Participants that their orders have been accepted; (iii) reject any orders that were not submitted in proper form or in a timely fashion; (iv) confirm that each Authorized Participant will not place trades that would raise its total holdings to 80% or more of the outstanding Shares of any Fund; (v) maintain along with the Index Receipt Agent Trust and its transfer agent the right to review require and approve orders placed by Authorized Participants and transmitted rely upon information necessary to determine beneficial share ownership for purposes of the Index Receipt Agent80% determination or, in lieu of this, accept a certification from a Listing Exchange member firm or a member of such other exchange that the cost basis of the Deposit Instruments is essentially identical to their market value at the time of deposit. (hm) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust and shall at all times remain the property permit representatives of the Trust, shall be readily accessible during normal business hoursupon reasonable notice, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all to have access to such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations.records (jn) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to (i) prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this AgreementAgreement and (ii) comply with FINRA Rule 3130 (together, “Compliance Program”), and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board Board. (o) The Distributor has of Trusteesthe date hereof, and shall at all times maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act or any successor provisions thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1 under the 1934 Act (or any successor provision thereto) the Distributor shall provide notice thereof to the Adviser and the Trust.

Duties of the Distributor. (a) The Distributor agrees to serve act as agent of each Fund and to work with each Fund’s transfer agent (the principal underwriter of the Funds “Transfer Agent”) in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units common units of beneficial interest of each Fund by Authorized (“Shares”) in aggregations of 100,000 Shares (“Baskets”) from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor Funds and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and ProspectusManaging Owner. The Trust acknowledges Funds acknowledge that the Distributor shall not be obligated to approve any certain number of accept all orders for Creation UnitsBaskets subject to the terms and conditions of the applicable Participant Agreement and guidelines established by the Managing Owner from time to time. Nothing herein contained shall prevent the Distributor from entering into like distribution service arrangements with other exchange-traded funds. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust act as agent of each Fund with respect to the continuous distribution of Creation Units Baskets of each FundFund as set forth in each Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the TrustManaging Owner, the Distributor shall enter into Authorized coordinate with counsel to the Managing Owner and negotiate participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor Funds and the Transfer Agent/Index Receipt AgentManaging Owner, for the purchase and redemption of Creation Units transactions in Baskets of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit Basket purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Managing Owner promptly upon request and in no case, less frequently than daily as provided under section 3(j)(vii)); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus to purchasers of such Creation Units and, upon request, Authorized Participants who have purchased Baskets in accordance with the Statement of Additional InformationParticipant Agreements; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent; and (v) the Distributor shall maintain a list of Authorized Participants for each Fund and shall make such list available to the public upon request. (c) The Managing Owner, on behalf of each Fund, reserves the right to suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca or any exchange on which a Fund’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted, (2) for any period during which an emergency exists as a result of which the delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable, or (3) for such other period as the Managing Owner determines to be necessary for the protection of the Shareholders. The Managing Owner may suspend the Distributor’s authority to process orders for Baskets on behalf of any Fund in accordance with the Participant Agreement upon notice to the Distributor. (d) The Distributor is not authorized by the Managing Owner or any Fund 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 a Fund (and with the assistance of the Distributor, as applicable) 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 Managing Owner with respect to any Fund 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 Managing Owner or a Fund or the Funds’ 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. (e) The Distributor shall ensure that all direct requests to Distributor by Authorized Participants for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. The Distributor will generally make it known in the brokerage community that Prospectuses and product descriptions are available, including by (i) advising the any exchange on which each Fund’s Shares are listed 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 FINRA, and (iii) as may otherwise be required by the SEC. The Distributor shall not bear any costs associated with printing Prospectuses and all other such materials. (df) The Distributer shall communicate Fund requirements and operational events to Authorized Participants. (g) The Distributor agrees to make available, at the TrustManaging Owner’s request, one or more members of its staff to attend, either via telephone or in person, Board attend meetings of the Trust Board of Managers of the Managing Owner in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt AgentManaging Owner. (h) The Distributor agrees to maintainshall review and approve all sales and marketing materials for compliance with applicable securities laws and regulations, and preserve file such materials with FINRA, as required under the 1933 Act, and the rules promulgated thereunder. Notwithstanding the foregoing, the Distributor shall not be responsible for the periods prescribed by Rule 31a-2 under compliance of sales and marketing materials with the 1940 ActCEA or the Commodities Rules, such records as are required to and the Managing Owner shall be maintained by Rule 31a-1(d) under responsible for ensuring that all sales and marketing materials have been reviewed for compliance with the 1940 ActCEA and the Commodities Rules and filed with the CFTC or NFA, if applicable. The Distributor agrees parties hereto acknowledge that all records which it maintains pursuant the Managing Owner and an affiliate of the Distributor, Foreside Compliance Services, LLC, have entered into a separate agreement with respect to the 1940 Act review of sales and marketing materials for compliance with the Trust CEA or the Commodities Rules. (i) The Distributor shall at all times remain the property provide training to employees of the TrustManaging Owner with respect to the marketing material review process for which the Distributor is responsible, the SEC, CFTC, NFA and FINRA regulations, and the applicability of these regulations as they relate to sales and marketing materials. Such training shall be readily accessible during normal business hoursprovided on-site if requested by the Managing Owner, and shall be promptly surrendered upon provided that the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain Managing Owner pay all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsreasonable travel expenses associated therewith. (j) The Distributor agrees shall provide an order processing system pursuant to maintain compliance policies which the Authorized Participants may contact the Distributor (or its affiliates) and procedures (a “Compliance Program”) that are reasonably designed place requests to prevent violations of create and redeem Baskets in accordance with the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance ProgramParticipant Agreements, including without limitation, information : (i) generating and certifications with respect transmitting confirmations of purchase and redemption order acceptances to material violations purchasers and redeemers of Baskets; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or in a timely fashion; (iv) maintaining a dedicated toll-free line for Authorized Participants to place share creation and redemption orders; (v) transmitting creation and redemption records and restricted files to the Compliance Program Managing Owner daily; and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees(vi) reconciling Shares daily.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter shall sell Shares of the Funds in connection with the review Trust through DWR and approval may sell shares through other securities dealers and its own Account Executives and shall devote reasonable time and effort to promote sales of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability Shares of the Transfer Agent/ Index Receipt Agent to accept Fund SecuritiesTrust, 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 but shall not be obligated to approve sell any certain specific number of orders Shares. The services of the Distributor hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. It is also understood that Selected Dealers, including DWR, may also sell shares for Creation Unitsother registered investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide In selling the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request Shares of the Trust, the Distributor shall enter into Authorized Participant Agreements between use its best efforts in all respects duly to conform with the requirements of all federal and among Authorized Participantsstate laws and regulations and the regulations of the National Association of Securities Dealers, Inc. (the "NASD") relating to the sale of such securities. Neither the Distributor nor any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Registration Statement or related Prospectus and any sales literature specifically approved by the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer AgentTrust. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions adopt and periodic fund reportsfollow procedures, as applicableapproved by the Trust, are fulfilledfor the confirmation of sales to participants in the AAA program, the collection of amounts payable by investors on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASD, as such requirements may from time to time exist. (d) The Through the AAA program, the Trust is linked to securities and Visa accounts of customers of the Distributor agrees to make available, at the Trust’s request, one or more members and automatic purchases and redemptions of its staff to attend, either via telephone or in person, Board meetings Shares of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may will be requested effected by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act AAA program. Free credit cash balances in the securities accounts of customers of the Distributor will automatically be invested by the Distributor in Shares of the Trust on the terms described in the Prospectus. Shares of the Trust will automatically be redeemed by the Distributor to satisfy debit balances in such securities accounts or amounts owing in the Visa card accounts on the terms described in the Prospectus. AAA program participants may be liable for the Trust shall at all times remain unauthorized use of their Visa card in an amount not to exceed $50. In the property event of the Trustunauthorized use of the Visa card or cards held by AAA program participants after the Visa processing agent has been notified orally or in writing of the loss, shall be readily accessible during normal business hourstheft or possible unauthorized use of such card or cards, and shall be promptly surrendered upon the termination redemption of Trust Shares due to such unauthorized use, the Trust agrees to reinstate such Shares in the account of the Agreement or otherwise on written request; provided, however, that AAA program participant as if never redeemed and the Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor hereby agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of indemnify the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide Trust against any losses caused thereby and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trusteescosts associated therewith.

Duties of the Distributor. (a) The Trust grants to the Distributor agrees the exclusive right to serve as accept or reject all orders for purchases of Shares of each Fund. The Distributor shall issue or cause the principal underwriter of the Funds in connection with the review and approval Trust's transfer agent or shareholder service agent to issue confirmations of all Purchase accepted purchase orders and Redemption Orders to transmit a copy of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with such confirmations to the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and ProspectusTrust. The Trust acknowledges that the Distributor shall not be obligated to approve accept any certain number of orders for Creation UnitsShares and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units Shares of each Fund: Fund as set forth in the Registration Statement and in accordance with the provisions thereof. (i) The Distributor agrees to use its best efforts to encourage and promote the sale of Shares of the Funds. (ii) The Distributor shall, at its own expense, execute selected dealer agreements ("Selected Dealer Agreements") with registered broker-dealers and other eligible entities providing for the request purchase of Shares of the Funds in the form and as approved by the Board of Trustees of the Trust, providing for activities which the Distributor deems reasonable and appropriate and which are primarily intended to result in the sale of such Shares. Pursuant to this Agreement, the Distributor shall enter into Authorized Participant Agreements between facilitate the coordination of the performance of any marketing and among Authorized Participantspromotional services, including advertising; the development and implementation of any marketing plan; and clearing and filing all advertising, sales, marketing and promotional materials of the Funds with the NASD. (d) All activities by the Distributor and its agents and employees which are primarily intended to result in the Transfer Agent/Index Receipt Agentsale of Shares shall comply with the Registration Statement and Prospectus, for the purchase and redemption of Creation Units instructions of the Funds, (ii) the Distributor shall approve and maintain copies Board of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies Trustees of the Prospectus Trust and all applicable laws, rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to purchasers of such Creation Units andthe 1940 Act by the Commission or any securities association registered under the 1934 Act, upon request, including the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer AgentNASD. (ce) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Shares will be the net asset value of the Shares of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus. (f) If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Shares will be accepted by the Distributor. In addition, the Trust reserves the right to suspend sales and Distributor's authority to accept orders for Shares on behalf of the Trust 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. (g) 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. (h) The Board of Trustees shall approve the form of any Soliciting Dealer Agreement to be entered into by the Distributor. (i) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Prospectuses and Statements of Additional Information, product descriptions and periodic fund reports, as applicable, of Information are fulfilled. (dj) The Distributor agrees to make available, at the Trust’s 's request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) 6.1 The Distributor agrees shall devote reasonable time and effort to serve as the principal underwriter effect sales of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund SecuritiesShares, 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 but shall not be obligated to approve sell any certain specific number of orders for Creation UnitsShares. Sales of the Shares shall be on the terms described in the Prospectus. The Distributor may enter into like arrangements with other investment companies. The Distributor shall compensate the Dealers as set forth in the Prospectus. (b) The Distributor agrees to use commercially reasonable efforts to provide 6.2 In selling the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the TrustShares, the Distributor shall enter into Authorized Participant Agreements between use its best efforts in all respects duly to conform with the requirements of all federal and among Authorized Participants, state laws relating to the sale of such securities. Neither the Distributor nor any Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or Prospectus and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units any sales literature approved by appropriate officers of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer AgentFund. (c) 6.3 The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions adopt and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve follow procedures for the periods prescribed confirmation of sales to investors and Dealers, the collection of amounts payable by Rule 31a-2 under investors and Dealers on such sales and the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property cancellation of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes thereinunsettled transactions, as may be reasonably requested necessary to comply with the requirements of Securities Exchange Act Rule 10b-10 and the rules of the Financial Industry Regulatory Authority (FINRA). 6.4 The Distributor shall have the right to enter into Dealer Agreements with Dealers for the sale of Shares, provided that the Fund shall approve the forms of such agreements. Within the United States, the Distributor shall offer and sell Shares only through such Dealers as are members in good standing of FINRA or are institutions exempt from registration under applicable federal securities laws. Shares sold through Dealers shall be for resale by Dealers only at the Trust’s Chief Compliance Officer offering price determined as set forth in the Prospectus. 6.5 The Distributor shall act as agent of the Fund in connection with the sale and redemption of Shares. Except as otherwise provided in this Agreement, the Distributor shall act as principal with respect to all other matters relating to the promotion or Board the sale of TrusteesShares. The Distributor shall enter into agreements with Dealers to offer and sell shares to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the terms of this Agreement. Each agreement with a Dealer shall provide that the Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares (and not as agent of the Fund), except that in connection with orders for the purchase of Shares on behalf of any IRAs, 401(k) plans or other retirement plan accounts, by mail, telephone, or wire, Dealer shall agree it acts as agent for the custodian or trustee of such plans.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 1000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 1000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone telephone, videoconference or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust Fund marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trustrespective Fund’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Transfer Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. (j) The Distributor will promptly forward any complaints concerning the Trust received by the Distributor to the Trust, assist in resolving such complaints to the extent any such complaints relate to the Distributor’s responsibilities as the distributor for the Funds and maintain a log of such complaints to the extent required by applicable law.

Duties of the Distributor. (a) The Trust grants to the Distributor agrees the exclusive right to serve as the principal underwriter of the Funds in connection with the review receive all orders for purchases and approval of all Purchase and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants that have executed an Authorized Participant Agreement and participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (“Participating Parties”) and to transmit such orders to the Trust in accordance with the Distributor Registration Statement and Transfer Agent/ Index Receipt Agent. Nothing Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Trust to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (ia) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements (defined below) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption of Creation Units of the Funds, Prospectus; (iib) the Distributor shall approve generate and maintain copies of transmit confirmations of Creation Unit purchase order acceptances to the purchaser and redemption order acceptancesmaintain records of both orders placed with it and confirmations of acceptance furnished by it; (iiic) upon request, the Distributor will make available shall deliver copies of the Prospectus prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (ivd) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (ci) 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 participant agreements (“Participant 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, written 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 FINRA. (iii) At the request of the Trust, the Distributor shall enter into Participant Agreements with participants in the system for book-entry of The Depository Trust Company (“DTC”) and the NSCC as described in the Prospectus. (iv) The Board of Trustees shall approve the form of any Participant Agreement to be entered into by the Distributor. (d) 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 FINRA and the Listing Exchange. To the extent applicable, the Distributor will comply with any requirements set forth in (i) the 1934 Act Rule 19b-4 relief provided to the Listing Exchange in connection with the offering of Fund Shares and Creation Units under this Agreement and with respect to which the Distributor receives adequate advance notice; and (ii) any and all exemptive orders issued to the Trust in connection with the offering of Fund Shares and Creation Units under this Agreement under the 1940 Act or 1934 Act with respect to which the Distributor receives adequate advance notice. (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 Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions of Information and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchange (and any other national stock exchange on which the Shares may be listed or traded) 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 Listing Exchange 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 FINRA, and (iii) as may otherwise be required by the Commission. (dk) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (el) The Distributor shall review all sales and approvemarketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA when necessary or appropriate. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use. (m) The Distributor shall comply (and to the extent the Distributor takes or is required to take action on behalf of the Trust hereunder shall cause the Trust to comply) with all applicable requirements of the 1940 Act and other applicable laws, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, regulations, orders and will file code of ethics, as well as all Marketing Materials required investment restrictions, policies and procedures adopted by the Trust of which the Distributor has knowledge (it being understood that the Distributor is deemed to filed with FINRAhave knowledge of all investment restrictions, policies or procedures set out in the Registration Statement or otherwise provided to the Distributor by the Trust). Except as set out in this Agreement, the Distributor assumes no responsibility for such compliance by the Trust. The Distributor agrees shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to furnish such program as reasonably requested by the Trust. (n) Every year the Distributor shall have an independent third party perform an annual review of the Distributor (a “3012/3013 Review”) and will make available to the Trust for inspection a report of such review and any updates thereto. The Distributor shall immediately notify the Trust of any changes in how it conducts its business that would materially change the results of its most recent 3012/3013 Review and any other changes to the Distributor’s business that would affect the business of the Trust or the Trust’s investment adviser any comments provided by FINRA with respect to such materialsadviser. (fo) The Distributor shall not offer any Shares liaise with the Trust’s independent public accountants and shall not approve any creation provide account analysis, fiscal year summaries, and other audit-related schedules with respect to the services provided to the Trust. The Distributor shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants as reasonably requested or redemption order hereunder if required by the Trust. (p) The accounts and so long as records maintained by the effectiveness Distributor shall be the property of the Registration Statement then in effect or any necessary amendments thereto Trust. The Distributor shall be suspended under any of the provisions of the 1933 Act or if prepare, maintain and so long as a current prospectus preserve such accounts and records as required by Section 10 the 1940 Act and other applicable securities laws, rules and regulations and orders. The Distributor shall surrender such accounts and records to the Trust, in the form in which such accounts and records have been maintained or preserved, promptly upon receipt of instructions from the Trust. The Trust shall have access to such accounts and records at all times during the Distributor’s normal business hours. Upon the reasonable request of the 1933 Act is not on file with Trust, copies of any such books and records shall be provided by the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application Distributor to or bearing upon the Trust at the Trust’s obligation to redeem expense. The Distributor shall assist the Trust, the Trust’s independent auditors, or repurchase any Shares from any shareholder in accordance with provisions upon approval of the Prospectus Trust, any regulatory body, in any requested review of the Trust’s accounts and records, and reports by the Distributor or Registration Statementits independent accountants concerning its accounting system and internal auditing controls will be open to such entities for audit or inspection upon reasonable request. (gq) The Distributor has as of the date hereof, and shall work with at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the Index Receipt Agent to review and approve orders placed 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Authorized Participants and transmitted Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Index Receipt AgentTrust and the Investment Adviser of such event. (hr) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (js) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services to the Trust under this Agreement, to provide to the Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trusteeswith respect to the Distributor’s services to the Trust under this Agreement.

Duties of the Distributor. (a) The Trust grants to the Distributor agrees the right to serve sell the Shares as agent on behalf of each Fund, during the principal underwriter term of this Agreement, subject to the registration requirements of the Funds 1933 Act and the 1940 Act and of the laws governing the sale of securities in connection with the review various states (“Blue Sky Laws”), under the terms and approval of all Purchase and Redemption Orders of Creation Units conditions set forth in this Agreement. The Distributor shall have the right to sell, as agent on behalf of each Fund Fund, the Shares covered by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor registration statement, prospectus and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit statement of additional information for the right Trust then in effect under the 1933 Act and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units0000 Xxx. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units Shares of each Fund: Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (iia) the Distributor shall approve generate and maintain copies of transmit confirmations of Creation Unit Share purchase and redemption order acceptancesacceptances to the purchaser; (iiib) upon request, the Distributor will make available shall deliver copies of the Prospectus prospectus, included in the Registration Statement, to purchasers of such Creation Units and, Shares and upon request, request the Statement of Additional Information; and (ivc) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The rights granted to the Distributor shall be nonexclusive in that the Trust reserves the right to sell Shares to investors on applications received and accepted by the Trust. (d) The Distributor agrees to administer the Rule 12b-1 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 Plan and shall, pursuant to the 1940 Act, report such payment activity under the Rule 12b-1 Plan to the Trust at least quarterly. (e) All activities by the Distributor and its agents and employees which are primarily intended to result in the sale of Shares 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 FINRA. (f) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Shares will be the aggregate net asset value of the Shares of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus. (g) If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Shares 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 Shares 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. (h) 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. (i) 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. (j) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Prospectuses and Statements of Additional Information, product descriptions and periodic fund reports, as applicable, of Information are fulfilled. The Distributor will generally make it known in the brokerage community that prospectuses and statements of additional information are available, including by (i) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with the FINRA, and (ii) as may otherwise be required by the Commission. (dk) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 1000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds and to work with the Funds’ transfer agent (the “Transfer Agent”) in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units common units of beneficial interest of each Fund by Authorized (“Shares”) in aggregations of a predetermined number of Shares specified in the Fund’s Prospectus (“Baskets”) from DTC Participants that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Funds and the Sponsor. The Funds acknowledge that the Distributor will accept all orders for Baskets in proper form, subject to the terms and Transfer Agent/ Index Receipt Agentconditions of the applicable Participant Agreement and guidelines established by the Sponsor from time to time and provided that it has not been notified by the Sponsor not to accept any or all orders. Nothing herein contained shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 prevent the Distributor shall not be obligated to approve any certain number of orders for Creation Unitsfrom entering into like distribution service arrangements with other exchange-traded funds. (b) The Distributor agrees to use commercially reasonable efforts to provide act as agent of the following services to the Trust Funds with respect to the continuous distribution of Creation Units Baskets of the Funds as set forth in each FundRegistration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the TrustSponsor, the Distributor shall enter into Authorized Participant Agreements between and among coordinate the process by which Authorized Participants, the Distributor Funds and the Transfer Agent/Index Receipt Agent, Sponsor enter into participant agreements (“Participant Agreements”) for the purchase and redemption of Creation Units transactions in Baskets of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit Basket purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Sponsor promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus to purchasers of such Creation Units and, upon request, Authorized Participants who have purchased Baskets in accordance with the Statement of Additional InformationParticipant Agreements; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Sponsor, on behalf of the Funds, reserves the right to suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca or any exchange on which the futures contracts primarily invested in by a Fund are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted, (2) for any period during which an emergency exists as a result of which the delivery, disposal or evaluation of Treasury Securities is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders. (d) The Distributor is not authorized by the Sponsor or 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 Funds 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 Sponsor with respect to the Funds and their other 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 Funds or the Funds’ 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. (e) The Distributor shall ensure that all direct requests to Distributor by Authorized Participants for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. The Distributor will generally make it known in the brokerage community that Prospectuses and product descriptions are available, including by (i) advising the exchange on which the Shares are listed 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 FINRA, and (iii) as may otherwise be required by the SEC. The Distributor shall not bear any costs associated with printing Prospectuses and all other such materials. (df) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information to the Sponsor with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior Sponsor from time to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statementtime. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed all sales and marketing materials for compliance with applicable securities laws and regulations, including applicable FINRA rules, and, when required or reasonably believed to be appropriate by Authorized Participants the Distributor after consultation with the Sponsor, file such materials with FINRA. For most sales material, the Distributor agrees to complete its review within three business days after receipt from the Sponsor, however, for pieces of greater complexity and transmitted length, the Sponsor may take up to five business days to complete its review. Notwithstanding the Index Receipt Agentforegoing, the Distributor shall not be responsible for the compliance of sales and marketing materials with the CEA or the Commodities Rules, and the Sponsor shall be responsible for ensuring that all sales and marketing materials have been reviewed for compliance with the CEA and the Commodities Rules and filed with the CFTC or NFA, if applicable. (h) The Distributor agrees shall provide training to maintainemployees of the Sponsor with respect to the marketing material review process for which the Distributor is responsible, the SEC and FINRA regulations, and preserve for the periods prescribed applicability of these regulations as they relate to sales and marketing materials. Such training shall be provided on-site at any office of the Sponsor if requested by Rule 31a-2 under the 1940 ActSponsor, such records as are required to be maintained by Rule 31a-1(dprovided that the Sponsor pay all reasonable travel expenses associated therewith. (i) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant shall provide confirmations of purchase and redemption order acceptances to the 1940 Act for the Trust shall at all times remain the property purchasers and redeemers of the Trust, shall be readily accessible during normal business hoursBaskets, and shall be promptly surrendered upon notify the termination Authorized Participant of the Agreement or otherwise on written request; provided, however, rejection of any order of that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsAuthorized Participant. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect shall furnish to the Distributor’s services Sponsor copies of such other information, materials or information that the Sponsor may reasonably request to enable it to perform its obligations under this Agreement, and to provide any and all information Agreement or for use in connection with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations distribution of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesBaskets.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the TrustTrust and the applicable Fund’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees shall devote reasonable time and effort to serve its duties hereunder. The services of the Distributor to the Trust hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the principal underwriter performance of its obligations with respect to the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 hereunder is not be obligated to approve any certain number of orders for Creation Unitsimpaired thereby. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the TrustIn performing its duties hereunder, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, use its best efforts in all respects to duly conform with the requirements of all applicable laws relating to the sale of securities. Neither the Distributor nor any financial intermediary having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Transfer Agent/Index Receipt AgentTrust to give any information or to make any representations, for the purchase other than those contained in its Registration Statement, Prospectus and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; , if any, and (iv) any sales literature specifically approved by the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links Trust for use with the Transfer Agentprospective investors. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions adopt and periodic fund reportsfollow procedures, as applicableapproved by the officers of the Trust, are fulfilledfor the confirmation of sales to investors and selected dealers (as defined below), the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Financial Industry Regulatory Authority (“FINRA”) applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor agrees to make availableappoint financial intermediaries to provide distribution services with respect to the Shares (“Distribution Services”) and personal investor services and account maintenance services (“Investor Services”) to shareholders of the Trust that are customers of such financial intermediaries and to assist the financial intermediaries in the provision of such services and for the Distributor to provide such services to shareholders that are its customers. The Distribution Services and Investor Services shall not be inconsistent with the services stated in any 18f-3 plan or 12b-1 plan of the Trust adopted pursuant to the multi-class exemptive relief on which the Trust may be relying at the time. Distribution Services shall include, at but not be limited to: (i) providing information about the Trust; (ii) the development, formulation and implementation of marketing and promotional activities, including direct mail promotions and television, radio, magazine, newspaper, electronic and other mass media advertising; (iii) the preparation, printing and distribution of prospectuses, statements of additional information, and reports (other than prospectuses, statements of additional information or reports used for regulatory purposes or for distribution to existing shareholders); (iv) the preparation, printing and distribution of sales literature, including prospectuses and statements of additional information; (v) expenditures for sales or distribution support services such as for telephone facilities and in-house telemarketing in order to assist investors in subscribing for Shares and selecting dividend and other account options; (vi) preparation of information, analyses and opinions with respect to marketing and promotional activities; (vii) expenses of financial intermediaries in conducting initial and ongoing due diligence with respect to the Trust; (viii) commissions, incentive compensation or other compensation to, and expenses of, account executives or other employees of the Distributor, BlackRock or financial intermediaries, attributable to distribution or sales support activities, as applicable, including interest expenses and other costs associated with financing of such commissions, compensation and expenses; (ix) travel, equipment, printing, delivery and mailing costs, overhead and other office expenses of the Distributor, BlackRock or financial intermediaries, attributable to distribution or sales support activities, as applicable; (x) the costs of administering the Trust’s requestDistribution and Servicing Plan; (xi) expenses of organizing and conducting sales seminars; and (xii) any other costs and expenses relating to distribution or sales support activities. Investor Services shall include, one but not be limited to: (i) answering shareholder inquiries regarding account status and history, the manner in which purchases, exchanges and tenders/repurchases of Shares may be effected and certain other matters pertaining to the shareholders’ investments; (ii) receiving, aggregating and processing shareholder subscriptions; (iii) furnishing shareholder sub-accounting; (iv) providing and maintaining elective shareholder services such as wire transfer services; (v) communicating periodically with shareholders; (vi) acting as the shareholder of record and nominee for shareholders; (vii) maintaining accounting records for shareholders; (viii) answering questions and handling correspondence from shareholders about their accounts; (ix) issuing confirmations for transactions by shareholders; (x) performing similar account administrative services; (xi) providing such shareholder communications and recordkeeping services as may be required for any program for which a financial intermediary is a sponsor that relies on Rule 3a-4 under the Investment Company Act (i.e., a “wrap fee” program); and (xii) providing such other similar services as may reasonably be requested to the extent a financial intermediary is permitted to do so under applicable statutes, rules, or more members regulations. (e) The Distributor represents and warrants to the Trust that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations and it shall obtain adequate assurances from the financial intermediaries with respect to their licensing and performance of its staff to attendservices contemplated by this Agreement, either via telephone or in person, Board meetings including without limitation applicable anti-money laundering laws and regulations of the Trust United States and any jurisdiction in order which investors are solicited. (f) For so long as this Agreement is in effect, the Distributor shall provide or cause to provide information with regard be provided to the Distributor’s services hereunder Board, at least quarterly and for at such other times as requested by the Board, a written report of the amounts expended pursuant to this Agreement in respect of Distribution Services and Investor Services and the purposes for which those expenditures were made, and such other information relating to this Agreement as may be requested by the Board of Trustees of the Trustfrom time to time. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent/ Agent (also known as “Index Receipt Agent. Nothing ”) and to transmit such orders to the Custodian and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation Units; provided, however, that the Distributor shall accept all orders submitted in proper form unless the Investment Adviser has notified the Distributor that it is in the best interests of a Fund to suspend sales or redemptions of Creation Units. Nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, such Participation Agreements to be in the forms as approved by the Board of Trustees of the Trust, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent; and (v) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communication links with the Custodian. The Distributor shall make available for inspection during normal business hours at its offices at Three Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxx, a list of Authorized Participants. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, any and all exemptive orders issued to the Trust in connection with the offering of Fund Shares and Creation Units under this Agreement of which the Distributor has received advance notice, the instructions of the Investment Adviser and the Board of Trustees of the Trust, the Agreement and Declaration of 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. (f) 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. (g) 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. Upon request by the Trust, the Distributor shall provide the Trust with information and materials regarding its business to the extent necessary to complete any filings. All information provided by the Distributor to the Trust for inclusion in a registration statement shall not contain any untrue statements of material fact or omit to state a material fact necessary to make a statement, in light of the circumstances in which it was made, not misleading. 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 negligence in the performance of its duties and obligations set forth in sections (3)(g), (m), (o) and (p) of this Agreement, and by reason of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of the remainder of its duties and obligations and representations and warranties under this Agreement. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions Information and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information 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 Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required such approval not to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materialsbe unreasonably withheld. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus Prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Investment Adviser, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor (i) pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Adviser or (ii) be entitled to retain for its own account any amount accrued pursuant to any such Plan(s). (m) The Distributor shall work provide an order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units, including without limitation: (i) generating and transmitting confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or in a timely fashion; (iv) confirming that Authorized Participants will not place trades that would raise their total holdings to 80% or more of any fund; (v) maintain along with the Trust and its Index Receipt Agent the right to review require and approve orders placed by rely upon information necessary to determine beneficial share ownership for purposes of the 80% determination or, in lieu of this, accept a certification from a Listing Exchange member firm or a member of such other exchange that the cost basis of the securities so deposited is essentially identical to their market value at the time of deposit; and (vi) maintaining a dedicated toll-free line for Authorized Participants to place share creation and transmitted to the Index Receipt Agentredemption orders. (hn) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Investment Adviser of such event. (o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (jp) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees shall devote reasonable time and effort to serve as the principal underwriter effect sales of Shares of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund SecuritiesInvestment Company, 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 but shall not be obligated to approve sell any certain specific number of Shares. The Distributor shall only sell Shares against orders for Creation Unitstherefore and will not purchase Shares from any person other than the Investment Company except as provided in Section 4. The services of the Distributor hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) The Distributor agrees to use commercially reasonable efforts to provide In selling the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request Shares of the TrustInvestment Company, the Distributor shall enter into Authorized Participant Agreements between comply with all applicable requirements of all federal and among Authorized Participantsstate laws and regulations and the regulations of the Financial Industry Regulatory Authority (“FINRA”), relating to the sale of such securities. Upon the written direction of the Investment Company, the Distributor and the Transfer Agent/Index Receipt Agent, for may select one or more dealers complying with such requirements (each a “selected dealer”) to participate in the purchase and redemption sale of Creation Units of Fund Shares pursuant to a form agreement approved by the Funds, (ii) Investment Company. Neither the Distributor shall approve nor any selected dealer nor any other person is authorized by the Investment Company to give any information or to make any representations, other than those contained in the registration statement or related Prospectus and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, any sales literature specifically approved by the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer AgentInvestment Company. (c) The Distributor shall ensure that all direct requests adopt and follow procedures for the confirmation of sales to Distributor for Prospectusesinvestors and selected dealers or selected agents, Statements the collection of Additional Informationamounts payable by investors and selected dealers or selected agents on such sales, product descriptions and periodic fund reportsthe cancellation of unsettled transactions, as applicable, are fulfilledmay be necessary to comply with the requirements of FINRA and any other applicable self-regulatory organization. (d) The Distributor agrees represents and warrants to make availablethe Investment Company that: (i) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Delaware; (ii) It is empowered under applicable laws and by its Certificate of Formation and Operating Agreement to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, at equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust’s requestDistributor, one enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the Exchange Act with the SEC as a broker-dealer, it is a member in good standing of FINRA, it will abide by the rules and regulations of FINRA, and it will notify the Investment Company if its membership in FINRA is terminated or more members suspended; and (vii) The performance by the Distributor of its staff to attend, either via telephone or in person, Board meetings obligations hereunder does not and will not contravene any provision of the Trust in order to provide information with regard to the Distributor’s services hereunder its Certificate of Formation and for such other purposes as may be requested by the Board of Trustees of the TrustOperating Agreement. (e) Distributor shall review and approveNotwithstanding anything in this Agreement, prior to useincluding the Appendices, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder which it has entered into agreements in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted Section 9 hereof, as to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required availability of any Shares to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant sold through any selected dealer, selected agent or other intermediary or as to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsany other matter not specifically set forth herein. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds and to work with the Funds’ transfer agent (the “Transfer Agent”) in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units Shares of each Fund by Authorized in aggregations of a predetermined number of Shares specified in the Fund’s Prospectus (“Baskets”) from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor Funds and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and ProspectusSponsor. The Trust acknowledges Funds acknowledge that the Distributor shall not be obligated to approve any certain number of accept all good orders for Creation UnitsBaskets, subject to the terms and conditions of the applicable Participant Agreement and guidelines established by the Sponsor from time to time. Nothing herein contained shall prevent the Distributor from entering into like distribution service arrangements with other exchange-traded funds. (b) The Distributor agrees to use commercially reasonable efforts to provide act as agent of the following services to the Trust Funds with respect to the continuous distribution of Creation Units Baskets of the Funds as set forth in each FundRegistration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the TrustSponsor, the Distributor shall enter into Authorized Participant Agreements between and among coordinate the process, including negotiation, by which Authorized Participants, the Funds, the Distributor and the Transfer Agent/Index Receipt Agent, Sponsor enter into participant agreements (“Participant Agreements”) for the purchase and redemption of Creation Units transactions in Baskets of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit Basket purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Sponsor promptly upon request; (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus to purchasers of such Creation Units and, upon request, Authorized Participants who have purchased Baskets in accordance with the Statement of Additional InformationParticipant Agreements; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Sponsor, on behalf of the Funds, reserves the right to suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca or any exchange on which the Funds’ assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted, (2) for any period during which an emergency exists as a result of which the delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders. (d) The Distributor is not authorized by the Sponsor or 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 Funds for the Distributor’s use. All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of shall comply with the Registration Statement, the instructions of the Managing Owner and all applicable laws, rules and regulations. (e) The Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Sponsor with respect to the Funds and their 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 Funds or the Funds’ shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (f) The Distributor shall ensure that all direct requests to Distributor by Authorized Participants for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. The Distributor will generally make it known in the brokerage community that Prospectuses and product descriptions are available, including by (i) advising the Listing Exchange on which the Shares are listed 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 FINRA, and (iii) as may otherwise be required by the SEC. The Distributor shall not bear any costs associated with printing Prospectuses and all other such materials. (dg) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information to the Sponsor with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the TrustSponsor from time to time. (eh) The Distributor shall review and approve, prior to use, approve all Trust sales and marketing materials (“Marketing Materials”) for compliance with SEC applicable securities laws and FINRA advertising rulesregulations, and will file such materials with FINRA, as required under the 1933 Act, and the rules promulgated thereunder. Notwithstanding the foregoing, the Distributor shall not be responsible for the compliance of sales and marketing materials with the CEA or the Commodities Rules, and the Sponsor shall be responsible for ensuring that all Marketing Materials required to sales and marketing materials have been reviewed for compliance with the CEA and the Commodities Rules and filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materialsCFTC or NFA, if applicable. (fi) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness provide training to employees of the Registration Statement then in effect or any necessary amendments thereto Sponsor with respect to the marketing material review process for which the Distributor is responsible, the SEC and FINRA regulations, and the applicability of these regulations as they relate to sales and marketing materials. Such training shall be suspended under any of provided on-site if requested by the provisions of Sponsor, provided that the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration StatementSponsor pay all reasonable travel expenses associated therewith. (gi) The Distributor shall work with the Index Receipt Transfer Agent to review and approve accept or reject orders placed by Authorized Participants and transmitted to the Index Receipt Distributor by the Transfer Agent. (hj) The Distributor agrees to maintain, maintain and preserve for the periods prescribed by Rule 31a-2 records of its activities and obligations under the 1940 Act, this Agreement unless any such records are earlier surrendered as are required to be maintained by Rule 31a-1(d) under the 1940 Actprovided below. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, provided that Distributor may retain all such records, or if permissible, copies of all records that it is required to be maintained by Distributor maintain as a broker-dealer pursuant to applicable FINRA or and SEC rules and regulations. Records may be surrendered in either written or machine-readable form, at the option of the Trust. Upon the reasonable request of the Trust, copies of any such books and records shall be provided by the Distributor. The Distributor shall assist the Trust and its agents or, upon approval of the Trust, any regulatory or self-regulatory body, in any requested review of the Trust’s books and records, and reports by the Distributor, its independent accountants or other independent reviewer concerning its ETP order processing system and such books, records, reports and system will be open to such entities for audit or inspection upon reasonable request. (jk) The Distributor agrees shall take reasonable steps to minimize service interruptions in the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Distributor’s control. The Distributor shall enter into and shall maintain compliance policies and procedures in effect at all times during the term of this Agreement a business continuity plan, including internal systems or arrangements with appropriate parties making reasonable provision for (a “Compliance Program”i) that are reasonably designed to prevent violations periodic back-up of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) computer files and data with respect to the Distributor’s Trust and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Upon reasonable request, and to provide the Distributor shall discuss with the Trust any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations business continuity/disaster recovery plan of the Compliance Program Distributor and/or provide presentations regarding such plan. (l) The Distributor shall at all times act in good faith and any material deficiencies without negligence and agrees to exercise the care and expertise of a leading provider of distribution services in carrying out the provisions of this Agreement and use all reasonable efforts (or changes therein, as may be reasonably requested by such higher standard set forth herein) in performing the Trust’s Chief Compliance Officer or Board of Trusteesservices under this Agreement.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing Agent and to transmit such orders to the Custodian and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the Investment Adviser and the Board of Trustees of the Trust, the Agreement and Declaration of 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. (f) 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. (g) 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. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Investment Adviser, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Adviser. (m) The Distributor shall work provide an order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units, including without limitation: (i) generating and transmitting confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or in a timely fashion; (iv) confirming that Authorized Participants will not place trades that would raise their total holdings to 80% or more of any fund; (v) maintain along with the Trust and its Index Receipt Agent the right to review require and approve orders placed by rely upon information necessary to determine beneficial share ownership for purposes of the 80% determination or, in lieu of this, accept a certification from a Listing Exchange member firm or a member of such other exchange that the cost basis of the securities so deposited is essentially identical to their market value at the time of deposit; and (vi) maintaining a dedicated toll-free line for Authorized Participants to place share creation and transmitted to the Index Receipt Agentredemption orders. (hn) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Investment Adviser of such event. (o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (jp) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review receipt, review, and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve generate and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with provide an order processing system pursuant to which the Index Receipt Agent to review and approve orders placed by Authorized Participants may place requests to create and transmitted redeem Creation Units. Such order processing system will (i) generate and transmit confirmations of purchase and redemption orders to the Index Receipt AgentAuthorized Participants; (ii) provide acknowledgements to Authorized Participants that orders have been accepted; (iii) reject any orders that were not submitted in proper form or in a timely fashion; (iv) ( require confirmation from each Authorized Participant that such Authorized Participant will not place trades that would raise their total holdings to 80% or more of applicable Fund (“Confirmation”); and (v) maintain such Confirmations, and all purchase and redemption orders from each Authorized Participant. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Trust grants to the Distributor agrees the right to serve sell the Shares as agent on behalf of each Fund, during the principal underwriter term of this Agreement, subject to the registration requirements of the Funds 1933 Act and the 1940 Act and of the laws governing the sale of securities in connection with the review various states ("Blue Sky Laws"), under the terms and approval of all Purchase and Redemption Orders of Creation Units conditions set forth in this Agreement. The Distributor shall have the right to sell, as agent on behalf of each Fund Fund, the Shares covered by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor registration statement, prospectus and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit statement of additional information for the right Trust then in effect under the 1933 Act and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units0000 Xxx. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units Shares of each Fund: Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (iia) the Distributor shall approve generate and maintain copies of transmit confirmations of Creation Unit Share purchase and redemption order acceptancesacceptances to the purchaser; (iiib) upon request, the Distributor will make available shall deliver copies of the Prospectus prospectus, included in the Registration Statement, to purchasers of such Creation Units and, Shares and upon request, request the Statement of Additional Information; and (ivc) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The rights granted to the Distributor shall be nonexclusive in that the Trust reserves the right to sell Shares to investors on applications received and accepted by the Trust. (d) The Distributor agrees to administer the Rule 12b-1 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 Plan and shall, pursuant to the 1940 Act, report such payment activity under the Rule 12b-1 Plan to the Trust at least quarterly. (e) All activities by the Distributor and its agents and employees which are primarily intended to result in the sale of Shares 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. (f) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Shares will be the aggregate net asset value of the Shares of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus. (g) If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Shares 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 Shares 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. (h) 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. (i) The Board of Trustees shall approve the form of any Investor Services Agreement to be entered into by the Distributor. (j) 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. (k) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Prospectuses and Statements of Additional Information, product descriptions and periodic fund reports, as applicable, of Information are fulfilled. The Distributor will generally make it known in the brokerage community that prospectuses and statements of additional information are available, including by (i) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with the NASD, and (ii) as may otherwise be required by the Commission. (dl) The Distributor agrees to make available, at the Trust’s 's request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees shall devote reasonable time and effort to serve as the principal underwriter effect sales of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units Shares of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 but shall not be obligated to approve sell any certain specific number of orders for Creation UnitsShares. The services of the Distributor to the Funds hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) The Distributor agrees to use commercially reasonable efforts to provide In selling the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request Shares of the TrustFunds, the Distributor shall enter into Authorized Participant Agreements between use its best efforts in all respects duly to conform with the requirements of all Federal and among Authorized Participantsstate laws and regulations and the regulations of the National Association of Securities Dealers, Inc. (the "NASD") relating to the sale of such securities. Neither the Distributor nor any other person is authorized by any Fund to give any information or to make any representations, other than those contained in its registration statement or related prospectus and the Transfer Agent/Index Receipt Agent, for the purchase statement of additional information and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of any sales literature specifically approved by such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer AgentFund. (c) The Distributor shall ensure that all direct requests adopt and follow procedures, as approved by the officers of each Fund, for the confirmation of sales to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reportsparticipants in the CMA program or the WCMA program, as applicable, are fulfilledand other customers of the Distributor, the collection of amounts payable by investors on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASD, as such requirements may from time to time exist. (d) Through the CMA program or the WCMA program, as applicable, the Fund is linked to a Xxxxxxx Xxxxx securities account and a Visa account through the CMA program, and automatic purchases and redemptions of shares of the Fund by participants in the CMA program will be effected pursuant to the CMA program or the WCMA program, as applicable. CMA customers may be liable for the unauthorized use of their Visa card in an amount up to $50. The owner of a Visa card will not be liable for any unauthorized use that occurs after the Visa processing agent has been notified orally or in writing of loss, theft or possible unauthorized use. If shares of the Fund are redeemed due to the unauthorized use of the Visa card, the Fund agrees to reinstate such shares in the account of the shareholder as if never sold and the Distributor agrees to make available, at indemnify the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser Fund against any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any losses caused thereby and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trusteescosts associated therewith.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) a. The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase purchase and Redemption Orders redemption orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securitiessecurities, Deposit Securitiesdeposit securities, and related Cash Components 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 approve any certain number of orders for Creation Units. (b) b. The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: : (i) at At the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, ; (ii) the The Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; ; (iii) upon Upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and and (iv) the The Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) c. The Distributor shall ensure that all direct requests to the Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) d. The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) e. The Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) f. The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) g. The Distributor shall work with the Index Receipt Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Transfer Agent. (h) h. The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that the Distributor may retain all such records required to be maintained by the Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) i. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. The Distributor will, to the extent legally permissible, promptly forward any complaints concerning the Trust received by the Distributor to the Trust, assist in resolving such complaints to the extent these relate to the Distributor’s responsibilities as the distributor for the Funds and maintain a log of such complaints to the extent required by applicable law. j. The Distributor agrees to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds and to work with the Funds’ transfer agent (the “Transfer Agent”) in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units common units of beneficial interest of each Fund by Authorized (“Shares”) in aggregations of a predetermined number of Shares specified in the Trust’s Prospectus for each Fund, as amended from time to time (“Baskets”) from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor Funds and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and ProspectusSponsor. The Trust acknowledges Funds acknowledge that the Distributor shall not be obligated to approve any certain number of accept all good orders for Creation UnitsBaskets, subject to the terms and conditions of the applicable Participant Agreement and guidelines established by the Sponsor from time to time and provided it has not been notified by the Sponsor to not accept any or all orders. The Sponsor may in its discretion suspend or reject a Purchase Order as provided for in the Prospectus. Nothing herein contained shall prevent the Distributor from entering into like distribution service arrangements with other exchange-traded funds. (b) The Distributor agrees to use commercially reasonable efforts to provide act as agent of the following services to the Trust Funds with respect to the continuous distribution of Creation Units Baskets of the Funds as set forth in each FundRegistration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the TrustSponsor, the Distributor shall enter into Authorized Participant Agreements between and among coordinate the process by which Authorized Participants, the Distributor Funds and the Transfer Agent/Index Receipt Agent, Sponsor enter into participant agreements (“Participant Agreements”) for the purchase and redemption of Creation Units transactions in Baskets of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit Basket purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Sponsor promptly upon request; (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus to purchasers of such Creation Units and, upon request, Authorized Participants who have purchased Baskets in accordance with the Statement of Additional InformationParticipant Agreements; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Sponsor, on behalf of the Funds, reserves the right to suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca or any exchange on which the Funds’ assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted, (2) for any period during which an emergency exists as a result of which the delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders. (d) The Distributor is not authorized by the Sponsor or 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 Funds 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 Sponsor with respect to the Funds and their 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 Funds or the Funds’ 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. (e) The Distributor shall ensure that all direct requests to Distributor by Authorized Participants for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. The Distributor will generally make it known in the brokerage community that Prospectuses and product descriptions are available, including by (i) advising the Listing Exchange on which the Shares are listed 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 FINRA, and (iii) as may otherwise be required by the SEC. The Distributor shall not bear any costs associated with printing Prospectuses and all other such materials. (df) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information to the Sponsor with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior Sponsor from time to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statementtime. (g) The Distributor shall review and approve all sales and marketing materials for compliance with applicable securities laws and regulations, including applicable FINRA rules and file such materials with FINRA, as required under the 1933 Act, as the rules promulgated thereunder. Notwithstanding the foregoing, the Distributor shall not be responsible for the compliance of sales and marketing materials with the CEA or the Commodities Rules, and the Sponsor shall be responsible for ensuring that all sales and marketing materials have been reviewed for compliance with the CEA and the Commodities Rules and filed with the CFTC or NFA, if applicable. (h) The Distributor shall provide training to employees of the Sponsor with respect to the marketing material review process for which the Distributor is responsible, the SEC and FINRA regulations, and the applicability of these regulations as they relate to sales and marketing materials. Such training shall be provided on-site if requested by the Sponsor, provided that the Sponsor pay all reasonable travel expenses associated therewith. (i) The Distributor shall work with the Index Receipt Transfer Agent to review and approve accept or reject orders placed by Authorized Participants and transmitted to the Index Receipt Distributor by the Transfer Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase and Redemption Orders orders for purchases of Creation Units of each Fund by Authorized from Participating Parties or DTC Participants that which have executed an Authorized a Participant Agreement ("Authorized Participants") and to transmit such orders to the Trust in accordance with the Distributor Registration Statement and Transfer Agent/ Index Receipt Agent. Nothing Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Trust to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption of Creation Units of the Funds, Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase order acceptances to the purchaser (such confirmations will indicate the time such orders were accepted and redemption order acceptanceswill be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (ci) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus and the Participant Agreement and to perform the services contemplated herein on a continuous basis.. (ii) The Distributor shall, at its own expense, execute selected or soliciting dealer participant agreements ("Participant 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. In entering into Participant Agreements, the Distributor will act only on its own behalf as principal. The Trust shall furnish, or cause to be furnished, all advertising, sales, marketing and promotional materials of the Funds to the Distributor. Distributor shall clear and file all advertising, sales, marketing and promotional materials of the Funds with the NASD. (d) 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 Listing Exchange. (e) 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. (f) 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. (g) 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. (h) 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. (j) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional of Information, product descriptions Product Descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide Listing Exchange (and any other national stock exchange on which the Shares may be listed) with copies of Prospectuses and Statements of Additional Information and Product Descriptions 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 and Product Descriptions are available, including by (i) advising the Listing Exchange 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. (dk) The Distributor agrees to make available, at the Trust’s 's request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fl) The Distributor shall not offer review all sales and marketing materials for compliance with applicable laws and conditions of any Shares applicable exemptive order, and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file such materials with the SEC; providedNASD when necessary or appropriate. All such sales and marketing materials must be approved, howeverin writing, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesDistributor prior to use.

Duties of the Distributor. (a) a. The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized certain agreements (“Participant Agreements Agreements”) between and among DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (“Authorized Participants”), the Distributor and the Transfer Agent/Index Receipt Agenttransfer agent (as applicable), for the purchase and redemption of Creation Units of a Fund. b. The Distributor shall consult with the Trust or its agent with respect to the production and printing of prospectuses to be used in connection with creations by Authorized Participants of Creation Units. The Distributor will generally make it known in the brokerage community that Funds’ prospectuses and statements of additional information (“SAI”) are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the SEC. The Distributor shall not bear any costs associated with printing prospectuses, SAIs and other such materials. c. The Distributor shall review and approve all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as necessary or appropriate. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, such approval not to be unreasonably withheld. d. If the Trust, on behalf of any Fund, adopts a distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall approve enter into selling and/or investor servicing agreements or similar (“Sales and Investor Services Agreements”), consistent with applicable law and the registration statement and prospectus, with various broker-dealers, to sell Shares and provide services to shareholders. The Distributor agrees that (i) it shall assist in the administration of any Plan(s); (ii) it shall, at its own expense, set up and maintain copies a system of confirmations recording payments of Creation Unit purchase fees and redemption order acceptancesreimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) upon request, it shall receive from the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; Trust all distribution and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reportsshareholder servicing fees, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard rate and to the Distributor’s services hereunder extent payable under the terms and for conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of Shares of each Fund or class of Shares thereof, as such other purposes as Plan(s) may be requested by amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the TrustTrust may impose; and (iv) it shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the adviser. (e) e. The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall review fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. the adviser of such event. f. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to Section 31 of the 1940 Act for and the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsthereunder. (j) g. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. h. Upon reasonable request by the Trust, the Distributor shall provide the Trust with information relating to the services provided pursuant to this Agreement as necessary and applicable to enable the Trust to complete required regulatory filings.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase creation and Redemption Orders redemption orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant AP Agreement (as defined below) with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, Deposit Securities, Deposit Cash 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the TrustTrust and subject to the review and approval by the Trust prior to execution, the Distributor shall enter into Authorized Participant AP Agreements (as defined below) between and among Authorized Participants, the Distributor Distributor, the Trust, and the Transfer Agent/Index Receipt Agent, for the purchase Agent to facilitate creation and redemption of Creation Units of the Funds, Funds in accordance with the Prospectus (ii) the Distributor shall work with the Transfer Agent to review and approve creation and redemption orders for Creation Units placed by Authorized Participants and maintain copies of confirmations of Creation Unit purchase creation and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Authorized Participants that purchase Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) Upon request, the Distributor agrees to provide to the Trust an Authorized Participant contact list. (d) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (de) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (ef) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required required, or otherwise requested by the Trust, to be filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fg) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. (j) To the extent that the Trust adopts a distribution and/or servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor, at the request of the Trust, will: (i) administer, on behalf of the Trust, such Plan; (ii) monitor the amounts paid under the Plan to ensure compliance with the applicable rules of FINRA and the 1940 Act; (iii) provide to the Trust, no less than quarterly, reports regarding the payment activity under the Plan; and (iv) pay, only after, for as long as, and to the extent the Distributor receives such fees from the Trust pursuant to any such Plan, all fees and expense reimbursements, pursuant to and in accordance with such Plan.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing Agent (as defined in such Participant Agreement) and to transmit such orders to the Custodian and Index Receipt Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Index Receipt Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the Investment Adviser and the Board of Trustees of the Trust, the Agreement and Declaration of 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. (f) 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. (g) 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. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. All product descriptions will be prepared in conjunction with the Fund’s investment advisers (the “Investment Advisers”). (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act for the Funds (the “Plan”), the Distributor may enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Investment Adviser, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Investment Adviser. (m) The Distributor shall work with the Index Receipt Agent to review and approve accept or reject orders placed by Authorized Participants and transmitted to the Distributor by the Index Receipt Agent. (hn) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Investment Adviser of such event. (o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (jp) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 1000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing Agent and to transmit such orders to the Custodian and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions herein. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional InformationInformation to purchasers of such Creation Units upon execution of each Participant Agreement and whenever changes are made to the Prospectus; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall ensure comply with the Registration Statement and Prospectus, the instructions of the Trust’s investment adviser (the “Investment Adviser”) and the Board of Trustees of the Trust, the Agreement and Declaration of 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. (f) 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 written 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. (g) 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 negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (h) The Distributor shall fulfill, or cause to be fulfilled, all direct requests made directly to Distributor for Prospectusesprospectuses, Statements statements of Additional Informationadditional information, product descriptions and periodic fund reports, as applicable, and shall report to the Investment Adviser on the fulfillment of such requests. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions. The Distributor will generally make it known in the brokerage community that Prospectuses and Statements of Additional Information and product descriptions are fulfilledavailable, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing prospectuses, statements of additional information and all other such materials. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) that have been approved by the Trust’s Board of Trustees with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust. (m) The Distributor shall work make available a toll-free line which the Authorized Participants may use to contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units. Distributor uses an order processing system which (i) generates and transmits confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) provides acknowledgement to Authorized Participants that orders have been accepted; and (iii) rejects any orders that were not submitted in proper form or in a timely fashion. The Distributor, along with the Index Receipt Agent Trust and its Transfer Agent, rely upon information in the order form with respect to review and approve beneficial share ownership for purposes of the 80% Determination (as set forth in Section 8 of this Agreement). (n) The Distributor shall provide certain order support services (the “Support Services”) to assist the Investment Adviser with respect to certain orders placed by Authorized Participants. The Distributor shall provide the Support Services only pursuant to written instructions from the Investment Adviser, which instructions shall state explicitly that Distributor may act only pursuant to such instructions and shall exercise no discretion with respect to the provision of the Support Services. The instructions shall be standing instructions to permit the Distributor to take actions in accordance with such instructions on an on-going basis. The Support Services shall include: (i) Communicate with Authorized Participants and transmitted brokers, as necessary, with respect to the Index Receipt Agentacquisition of required restricted or illiquid securities on behalf of the Funds; provided that Distributor shall not provide such service in connection with any restricted or cash market; (ii) Provide Investment Adviser and Transfer Agent with daily reports regarding restricted securities; (iii) Assist Authorized Participants with any operational issues related to their orders, including the resolution of any failures in such orders. Distributor shall maintain all books and records as required by applicable law or regulation related to the provision of the Support Services. (ho) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Investment Adviser of such event. (p) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations0000 Xxx. (jq) The Distributor agrees to maintain compliance policies and procedures procedures: (a “Compliance Program”i) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this AgreementAgreement and (ii) reasonably designed to comply with FINRA Rule 3130 (together, a “Compliance Program”), and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. (r) The accounts and records maintained by the Distributor shall be the property of the Trust. The Distributor shall prepare, maintain and preserve such accounts and records as required by the 1940 Act and other applicable securities laws, rules and regulations. The Distributor shall surrender such accounts and records to the Trust, in the form in which such accounts and records have been maintained or preserved, promptly upon receipt of instructions from the Trust. The Trust shall have access to such accounts and records at all times during the Distributor’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided by the Distributor to the Trust at the Trust’s expense. The Distributor shall assist the Trust, the Trust’s independent auditors, or, upon approval of the Trust, any regulatory body, in any requested review of the Trust’s accounts and records, and reports by the Distributor or its independent accountants concerning its accounting system and internal auditing controls will be open to such entities for audit or inspection upon reasonable request. The Distributor or its undersigned as defined by Rule 17a-4 of the Securities and Exchange Act (the “Exchange Act”), shall have access to all electronic communications of registered representatives of the Distributor that are associated with the Trust and are required to be maintained under Rule 17a-4 of the Exchange Act and FINRA Rules 3110 and 3010. Electronic storage media maintained by the Trust will comply with Rule 17a-4 of the Exchange Act.

Duties of the Distributor. (a) The Distributor agrees to serve act as agent of each Fund and to work with each Fund's transfer agent (the principal underwriter of the Funds "Transfer Agent") in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units common units of beneficial interest of each Fund by Authorized ("Shares") in aggregations of 100,000 Shares ("Baskets") from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the" NSCC Participants") that have executed an Authorized a Participant Agreement (the "Authorized Participants"), as defined in paragraph 3(b) hereof, with the Distributor Funds and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and ProspectusManaging Owner. The Trust acknowledges Funds acknowledge that the Distributor shall not be obligated to approve any certain number of accept all orders for Creation UnitsBaskets subject to the terms and conditions of the applicable Participant Agreement and guidelines established by the Managing Owner from time to time. Nothing herein contained shall prevent the Distributor from entering into like distribution service arrangements with other exchange traded funds. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust act as agent of each Fund with respect to the continuous distribution of Creation Units Baskets of each FundFund as set forth in each Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the TrustManaging Owner, the Distributor shall enter into Authorized coordinate with counsel to the Managing Owner and negotiate participant agreements ("Participant Agreements Agreements") between and among Authorized Participants, the Distributor Funds and the Transfer Agent/Index Receipt AgentManaging Owner, for the purchase and redemption of Creation Units transactions in Baskets of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit Basket purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Managing Owner promptly upon request and in no case, less frequently than daily as provided under section 3(j)(vii)); (iii) upon request, the Distributor will shall make available copies of the Prospectus to purchasers of such Creation Units and, upon request, Authorized Participants who have purchased Baskets in accordance with the Statement of Additional InformationParticipant Agreements; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent; and (v) the Distributor shall maintain a list of Authorized Participants for each Fund and shall make such list available to the public upon request. (c) The Managing Owner, on behalf of each Fund, reserves the right to suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE, ARCA or any exchange on which a Fund's assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted, (2) for any period during which an emergency exists as a result of which the delivery, disposal or evaluation of a Fund's assets is not reasonably practicable, or (3) for such other period as the Managing Owner determines to be necessary for the protection of the Shareholders. The Managing Owner may suspend the Distributor's authority to process orders for Baskets on behalf of any Fund in accordance with the Participant Agreement upon notice to the Distributor. (d) The Distributor is not authorized by the Managing Owner or any Fund 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 a Fund (and with the assistance of the Distributor, as applicable) 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 Managing Owner with respect to any Fund 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 Managing Owner or a Fund or the Funds' 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. (e) The Distributor shall ensure that all direct requests to Distributor by Authorized Participants for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. The Distributor will generally make it known in the brokerage community that Prospectuses and product descriptions are available, including by (i) advising the any exchange on which each Fund's Shares are listed 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 FINRA, and (iii) as may be otherwise required by the SEC. The Distributor shall not bear any costs associated with printing Prospectuses and all other such materials. (df) The Distributor shall communicate Fund requirements and operational events to Authorized Participants. (g) The Distributor agrees to make available, at the Trust’s Managing Owner's request, one or more members of its staff to attend, either via telephone or in person, Board attend meetings of the Trust Board of Managers of the Managing Owner in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt AgentManaging Owner. (h) The Distributor agrees to maintainshall review and approve all sales and marketing materials for compliance with applicable securities laws and regulations, and preserve file such materials with FINRA, as required under the 1933 Act, and the rules promulgated thereunder. Notwithstanding the foregoing, the Distributor shall not be responsible for the periods prescribed by Rule 31a-2 under compliance of sales and marketing materials with the 1940 ActCEA, such records as are required to be maintained by Rule 31a-1(d) under NFA, or the 1940 ActCommodities Rules. The Distributor agrees Managing Owner shall be responsible for ensuring that all records which it maintains pursuant sales and marketing materials have been reviewed for compliance with the CEA and the Commodities Rules and filed with the CFTC or NFA, if applicable. (i) The Distributor shall provide training to employees of the Managing Owner with respect to the 1940 Act marketing material review process for which the Trust shall at all times remain Distributor is responsible, the property SEC and FINRA regulations, and the applicability of the Trust, these regulations as they relate to sales and marketing materials. Such training shall be readily accessible during normal business hoursprovided onsite if requested by the Managing Owner, and shall be promptly surrendered upon provided that the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain Managing Owner pay all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsreasonable travel expenses associated therewith. (j) The Distributor agrees shall provide a system pursuant to maintain compliance policies which the Authorized Participants may contact the Distributor (or its affiliates) and procedures (a “Compliance Program”) that are reasonably designed place requests to prevent violations of create and redeem Baskets in accordance with the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance ProgramParticipant Agreements, including without limitation, information : (i) generating and certifications with respect transmitting confirmations of purchase and redemption order acceptances to material violations purchasers and redeemers of Baskets; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or in a timely fashion; (iv) maintaining a toll-free line for Authorized Participants to place share creation and redemption orders; (v) transmitting creation and redemption records and restricted files to the Compliance Program Managing Owner daily; and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees(vi) reconciling Shares daily.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the TrustTrust and the applicable Fund’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review receipt, review, and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve generate and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with provide an order processing system pursuant to which the Index Receipt Agent to review and approve orders placed by Authorized Participants may place requests to create and transmitted redeem Creation Units. Such order processing system will (i) generate and transmit confirmations of purchase and redemption orders to the Index Receipt AgentAuthorized Participants; (ii) provide acknowledgements to Authorized Participants that orders have been accepted; (iii) reject any orders that were not submitted in proper form or in a timely fashion; (iv) ( require confirmation from each Authorized Participant that such Authorized Participant will not place trades that would raise their total holdings to 80% or more of applicable Fund (“Confirmation”); and (v) maintain such Confirmations, and all purchase and redemption orders from each Authorized Participant. (h) The Distributor shall maintain a dedicated toll-free line for Authorized Participants to place share creation and redemption orders. (i) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 1000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees shall exercise its best efforts lawfully and properly to serve as promote the principal underwriter sale of shares of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants broker-dealers that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability are members in good standing of the Transfer Agent/ Index Receipt Agent to accept Fund SecuritiesNational Association of Securities Dealers, 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 approve any certain number of orders for Creation UnitsInc. ("NASD"). (b) The Distributor agrees is, and shall do all things necessary to use commercially reasonable efforts continue to provide be, a broker-dealer in securities registered with the following services to Securities and Exchange Commission under the Trust with respect to the continuous distribution Securities Exchange Act of Creation Units of each Fund: (i) at the request 1934, a member in good standing of the TrustNASD, and a licensed broker-dealer in the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus States in which its activities require it to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agentbe so licensed. (c) The Distributor shall ensure enter into Selling Group Agreements with broker-dealer members of the NASD selected by the Distributor, authorizing such broker-dealers to offer and sell shares of the Fund to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. The Distributor shall continue each such Selling Group Agreement in effect, or terminate it, upon its sole discretion. Such Selected Dealer Agreements shall provide that all direct requests to Distributor for Prospectuses, Statements the selected dealer shall act as principal and not as an agent of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilledthe Fund. (d) The Distributor agrees to make available, at Upon the Trust’s request, one or more members Distributor's receipt from broker-dealers that have entered into Selling Group Agreements with it of its staff to attend, either via telephone or in person, Board meetings unconditional orders for the purchase of shares of the Trust in order to provide information with regard Fund, the Distributor will transmit such orders to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees Fund (or to another agent of the TrustFund authorized by it in writing to receive such orders). In so doing, the Distributor will act solely as the agent of the Fund. (e) The Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) agrees that it will not directly or indirectly withhold orders for compliance with SEC and FINRA advertising rulesthe purchase of shares of the Fund or purchase shares of the Fund in anticipation of orders, and further agrees that in all its Selling Group Agreements with broker-dealers the Distributor will file all Marketing Materials required to filed with FINRArequire a similar contractual undertaking of the broker-dealer. The Distributor agrees to furnish pay the Fund, on a monthly basis, the amount of any net dilution resulting from the cancellation or reversal of a confirmed purchase or repurchase order for shares of the Fund resulting from the failure of a Selling Group member to settle the Trust’s investment adviser trade. All gains and losses realized each month from such "fails" shall be netted, and any comments provided by FINRA with respect net gain for a month shall be carried forward to such materialsoffset any net losses for any subsequent month in the same fiscal year of the Fund. (f) The Distributor shall not offer any Shares will print and shall not approve any creation or redemption order hereunder if and so long as the effectiveness distribute copies of the Registration Statement then Fund's prospectuses as from time to time in effect under the Securities Act of 1933, as amended, and will prepare, print and distribute all advertising and sales literature relating to the Fund. The Distributor will not publicly distribute supplemental literature or any necessary amendments thereto advertising except such as shall be suspended lawful under any of the provisions of the 1933 Act or if state and so long as a current prospectus as required by Section 10 of the 1933 Act is not on federal securities laws and regulations. The Distributor agrees to file with the SEC; providedSecurities and Exchange Commission and/or the NASD, howeverand with such other regulatory authorities as may be required, that nothing contained in this paragraph shall in copies of any way restrict advertisements, pamphlet, circular, form letter, or have any application other sales literature relating to the Fund or its shares, addressed to or bearing upon intended for distribution to prospective investors, within the Trust’s obligation time required by such regulatory authorities. The Distributor will furnish to redeem or repurchase the Fund at its principal office a copy of all such material prior to its use, and will not use any Shares from any shareholder in accordance with provisions of such material to which the Prospectus or Registration StatementFund reasonably and promptly objects. (g) The Distributor shall work maintain or retain a dealer service organization suitable to the promotion of the sale of shares of the Fund by the broker-dealers that have entered into Selling Group Agreements with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt AgentDistributor. (h) The Except with respect to sales and repurchases of shares of the Fund, the Distributor agrees shall act as principal in all matters relating to maintainpromotion of the growth of the Fund and shall enter into all of its engagements, agreements, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records contracts as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise principal on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsits own account. (ji) The Distributor agrees to maintain shall act in the performance of its duties hereunder in a manner that effects compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations with the current prospectus of the Federal Fund from time to time in effect under the Securities Act of 1933, the Articles of Incorporation and the By-Laws (as defined in Rule 38a-1 of the 0000 Xxx) Fund, and with respect applicable laws and regulations of the United States and of the individual states within which the Distributor or the Fund may do business, or in which shares of the Fund are offered for sale, and will conduct its affairs with relation to the Distributor’s services under this AgreementFund, broker-dealers, and to provide any and all information investors in accordance with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations Rules of Fair Practice of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesNASD.

Duties of the Distributor. (a) The Distributor agrees shall exercise its best efforts lawfully and properly to serve as promote the principal underwriter sale of shares of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants broker-dealers that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability are members in good standing of the Transfer Agent/ Index Receipt Agent to accept Fund SecuritiesNational Association of Securities Dealers, 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 approve any certain number of orders for Creation UnitsInc. ("NASD"). (b) The Distributor agrees is, and shall do all things necessary to use commercially reasonable efforts continue to provide be, a broker-dealer in securities registered with the following services to Securities and Exchange Commission under the Trust with respect to the continuous distribution Securities Exchange Act of Creation Units of each Fund: (i) at the request 1934, a member in good standing of the TrustNASD, and a licensed broker-dealer in the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus jurisdictions in which its activities require it to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agentbe so licensed. (c) The Distributor shall ensure enter into Selected Dealer Agreements with broker-dealer members of the NASD selected by the Distributor, authorizing such broker-dealers to offer and sell shares of the Fund to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. The Distributor shall continue each such Selected Dealer Agreement in effect, or terminate it, upon its sole discretion. Such Selected Dealer Agreements shall provide that all direct requests to Distributor for Prospectuses, Statements the selected dealer shall act as principal and not as an agent of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilledthe Fund. (d) The Distributor agrees to make available, at Upon the Trust’s request, one or more members Distributor's receipt from broker-dealers that have entered into Selected Dealer Agreements with it of its staff to attend, either via telephone or in person, Board meetings unconditional orders for the purchase of shares of the Trust in order to provide information with regard Fund, the Distributor will transmit such orders to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees Fund (or to another agent of the TrustFund authorized by it in writing to receive such orders). In so doing, the Distributor will act solely as the agent of the Fund. (e) The Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) agrees that it will not directly or indirectly withhold orders for compliance with SEC and FINRA advertising rulesthe purchase of shares of the Fund or purchase shares of the Fund in anticipation of orders, and further agrees that in all its Selected Dealer Agreements with broker-dealers the Distributor will file all Marketing Materials required to filed with FINRArequire a similar contractual undertaking of the broker-dealer. The Distributor agrees to furnish pay the Fund, on a monthly basis, the amount of any net dilution resulting from the cancellation or reversal of a confirmed purchase or repurchase order for shares of the Fund resulting from the failure of a Selling Group member to settle the Trust’s investment adviser trade. All gains and losses realized each month from such "fails" shall be netted, and any comments provided by FINRA with respect net gain for a month shall be carried forward to such materialsoffset any net losses for any subsequent month in the same fiscal year of the Fund. (f) The Distributor shall not offer any Shares will print and shall not approve any creation or redemption order hereunder if and so long as the effectiveness distribute copies of the Registration Statement then Fund's prospectuses as from time to time in effect under the Securities Act of 1933, as amended, and will prepare, print and distribute all advertising and sales literature relating to the Fund. The Distributor will not publicly distribute supplemental literature or any necessary amendments thereto advertising except such as shall be suspended lawful under any of the provisions of the 1933 Act or if state and so long as a current prospectus as required by Section 10 of the 1933 Act is not on federal securities laws and regulations. The Distributor agrees to file with the SEC; providedSecurities and Exchange Commission and/or the NASD, howeverand with such other regulatory authorities as may be required, that nothing contained in this paragraph shall in copies of any way restrict advertisements, pamphlet, circular, form letter, or have any application other sales literature relating to the Fund or its shares, addressed to or bearing upon intended for distribution to prospective investors, within the Trust’s obligation time required by such regulatory authorities. The Distributor will furnish to redeem or repurchase the Fund at its principal office a copy of all such material prior to its use, and will not use any Shares from any shareholder in accordance with provisions of such material to which the Prospectus or Registration StatementFund reasonably and promptly objects. (g) The Distributor shall work maintain or retain a dealer service organization suitable to the promotion of the sale of shares of the Fund by the broker-dealers that have entered into Selected Dealer Agreements with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt AgentDistributor. (h) The Except with respect to sales and repurchases of shares of the Fund, the Distributor agrees shall act as principal in all matters relating to maintainpromotion of the growth of the Fund and shall enter into all of its engagements, agreements, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records contracts as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise principal on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsits own account. (ji) The Distributor agrees to maintain shall act in the performance of its duties hereunder in a manner that effects compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations with the current prospectus of the Federal Fund from time to time in effect under the Securities Act of 1933, the Articles of Incorporation and the By-Laws (as defined in Rule 38a-1 of the 0000 Xxx) Fund, and with respect applicable laws and regulations of the United States and of the individual states within which the Distributor or the Fund may do business, or in which shares of the Fund are offered for sale, and will conduct its affairs with relation to the Distributor’s services under this AgreementFund, broker-dealers, and to provide any and all information investors in accordance with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations Rules of Fair Practice of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesNASD.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and a Fund’s Prospectus. The Trust acknowledges that the Distributor shall not be obligated to approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus for the applicable Fund to purchasers of such Creation Units and, upon request, the Statement of Additional InformationInformation for such Fund; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to the Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) The Distributor shall review and approve, prior to use, all Trust Fund marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to the Trustapplicable Fund’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares of a particular Fund and shall not approve any creation or redemption order of such Fund hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that the Distributor may retain all such records required to be maintained by the Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. (j) The Distributor agrees to implement and maintain a business continuity/disaster recovery plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as it deems reasonably necessary. The Distributor shall promptly notify the Trust of any material violations or breaches of such policies and procedures to the extent such breaches would materially impact Distributor’s ability to perform its duties and obligations under this Agreement or (2) if there is a cybersecurity breach that, after a reasonable investigation, the Distributor determines involved non-public or confidential Fund information.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 1000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the ETF Funds in connection with the review and approval of all Purchase purchase and Redemption Orders redemption orders of Creation Units of each ETF Fund (“Purchase Orders” and “Redemption Orders”, respectively) by Authorized Participants that have executed an Authorized Participant Agreement (“AP Agreement”) with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Agent/Index Receipt Agent to accept transact in ETF Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each ETF Fund: (i) at subject to the request of review and approval by the TrustTrust prior to execution, the Distributor shall negotiate and enter into Authorized Participant (A) AP Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the ETF Funds, and (B) such other related agreements as agreed to by the parties, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase acceptance of Purchase Orders and redemption order acceptancesRedemption Orders; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) Upon request, the Distributor agrees to provide to the Trust an Authorized Participant contact list. (d) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (de) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, meetings of the Board meetings of Trustees (“Board”) of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board, including annual 15(c) responses and quarterly Board of Trustees of the Trustreports. (ef) Distributor shall review and approve, prior to use, all Trust marketing materials with respect to the ETF Funds (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to the Trustapplicable ETF Fund’s investment adviser adviser(s) any comments provided by FINRA with respect to such materialsmaterials as soon as practicable upon receipt from FINRA and to consult with such investment adviser(s) regarding any response or required change. (fg) The Distributor shall not offer any Shares and shall not approve any creation Purchase Order or redemption order Redemption Order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gh) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (hi) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain a copy of all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board Board. (k) The Distributor will promptly forward any complaints concerning the Trust received by the Distributor to the Trust, assist in resolving such complaints to the extent any such complaints relate to the Distributor’s responsibilities as the distributor for the ETF Funds and maintain a log of Trusteessuch complaints to the extent required by applicable law. (l) The Distributor shall at all times act in good faith and agrees to exercise reasonable care in carrying out the provisions of this Agreement. (m) The Distributor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Trust from time to time, have no authority to act or represent the Trust in any way or otherwise be deemed an agent of the Trust. (n) 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 or other information that would be reasonably necessary to perform the services in the ordinary course of business. (o) The Distributor shall operate a call center on behalf of the Trust to respond to telephone inquiries from Trust shareholders and prospective shareholders during mutually agreed upon times each day on which the New York Stock Exchange is open for trading. The Distributor shall answer and respond to general inquiries in accordance with the publicly available information provided by the Trust and deliver specific requests or more intricate inquiries to American Beacon Advisors, Inc.. The Distributor shall keep records of shareholder telephone calls and correspondence and replies thereto, and of the lapse of time between receipt of such substantive telephone calls and correspondence and the making of replies.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Trust grants to the Distributor agrees the exclusive right to serve as the principal underwriter of the Funds in connection with the review and approval of receive all Purchase and Redemption Orders orders for purchases of Creation Units of each Fund by Authorized from Participating Parties or DTC Participants that which have executed an Authorized a Participant Agreement (“Authorized Participants”) and to transmit such orders to the Trust in accordance with the Distributor Registration Statement and Transfer Agent/ Index Receipt Agent. Nothing Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Trust to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (ia) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption of Creation Units of Prospectus and in the Funds, form attached hereto as Exhibit A; (iib) the Distributor shall approve generate and maintain copies of transmit confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser; (iiic) upon request, the Distributor will make available shall deliver copies of the Prospectus prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (ivd) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (ci) 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 the following agreements in the forms and as approved by the Board of Trustees of the Trust, providing for activities which the Distributor deems reasonable and appropriate and which are primarily intended to result in the sale of such Creation Units: (A) 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, and (B) investor services agreements (“Investor Services Agreements”) with broker-dealers or other financial institutions providing for broker-dealer, investor and stockholder support, account maintenance and educational and promotional services relating to the Shares and facilitation through broker-dealers and other persons of communications with beneficial owners of Shares. Pursuant to this Agreement, the Dealer Agreements and the Investor Services Agreements, the Distributor shall facilitate the coordination of the performance of any marketing and promotional services, including advertising; the development and implementation of any marketing plan; and clearing and filing all advertising, sales, marketing and promotional materials of the Funds with the FINRA as provided below. (d) The Distributor agrees to administer the Distribution and Service 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 and Service Plan to the Trust at least quarterly. (e) The Distributor shall provide at least one (1) toll-free line, for direct investor and shareholder use between the hours of 7:30 a.m. and 2:00 p.m. Mountain time on each day the New York Stock Exchange is open for business, with appropriate FINRA 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 FINRA and the NYSE Arca. (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 or Investor Services 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 to Distributor for Prospectuses, Prospectuses and Statements of Additional Information, product descriptions and periodic fund reports, as applicable, of Information are fulfilled. In addition, the Distributor shall arrange to provide the NYSE Arca (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 NYSE Arca 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 FINRA, and (iii) as may otherwise be required by the Commission. (dm) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase and Redemption Orders orders for purchases of Creation Units of each Fund by Authorized from Participating Parties or DTC Participants that which have executed an Authorized a Participant Agreement (“Authorized Participants”) and to transmit such orders to the Trust in accordance with the Distributor Registration Statement and Transfer Agent/ Index Receipt Agent. Nothing Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Trust to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption of Creation Units of the Funds, Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase order acceptances to the purchaser (such confirmations will indicate the time such orders were accepted and redemption order acceptanceswill be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall execute selected or soliciting dealer participant agreements (“Participant 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. (d) 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 FINRA and the Listing Exchange. (e) 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. (f) 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. (g) 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. (h) 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. (i) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions Product Descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide Listing Exchange (and any other national stock exchange on which the Shares may be listed) with copies of Prospectuses and Statements of Additional Information and Product Descriptions 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 and Product Descriptions are available, including by (i) advising the Listing Exchange 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 FINRA, and (iii) as may otherwise be required by the Commission. (dj) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ek) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with the FINRA when necessary or appropriate. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Transfer Agent/Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Transfer Agent/Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing Agent and to transmit such orders to the Custodian and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the Adviser and the Board of Trustees of the Trust, the Agreement and Declaration of 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. (f) 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. (g) 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. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions Information and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions 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 Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Adviser, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Adviser. (m) The Distributor shall work provide an order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units, including without limitation: (i) generating and transmitting confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or in a timely fashion; (iv) confirming that Authorized Participants will not place trades that would raise their total holdings to 80% or more of any fund; (v) maintain along with the Trust and its Index Receipt Agent the right to review require and approve orders placed by rely upon information necessary to determine beneficial share ownership for purposes of the 80% determination or, in lieu of this, accept a certification from a Listing Exchange member firm or a member of such other exchange that the cost basis of the securities so deposited is essentially identical to their market value at the time of deposit; and (vi) maintaining a dedicated toll-free line for Authorized Participants to place share creation and transmitted to the Index Receipt Agentredemption orders. (hn) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Adviser of such event. (o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (jp) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Trust grants to the Distributor agrees the exclusive right to serve as the principal underwriter of the Funds in connection with the review and approval of receive all Purchase and Redemption Orders orders for purchases of Creation Units of each Fund by Authorized from Participating Parties or DTC Participants that which have executed an Authorized a Participant Agreement ("Authorized Participants") and to transmit such orders to the Trust in accordance with the Distributor Registration Statement and Transfer Agent/ Index Receipt Agent. Nothing Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Trust to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each Fund: Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (ia) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption of Creation Units of Prospectus and in the Funds, form attached hereto as Exhibit A; (iib) the Distributor shall approve generate and maintain copies of transmit confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser; (iiic) upon request, the Distributor will make available shall deliver copies of the Prospectus prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (ivd) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (ci) 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, when it deems necessary and at its own expense, execute the following agreements in the forms and as approved by the Board of Trustees of the Trust, providing for activities which the Distributor deems reasonable and appropriate and which are primarily intended to result in the sale of such Creation Units: (A) 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, and (B) investor services 3 agreements ("Investor Services Agreements") with broker-dealers or other financial institutions providing for broker-dealer, investor and stockholder support, account maintenance and educational and promotional services relating to the Shares and facilitation through broker-dealers and other persons of communications with beneficial owners of Shares. Pursuant to this Agreement, the Soliciting Dealer Agreements and the Investor Services Agreements, the Distributor shall facilitate the coordination of the performance of any marketing and promotional services, including advertising; the development and implementation of any marketing plan; and clearing and filing all advertising, sales, marketing and promotional materials of the Funds with the NASD as provided below. (d) The Distributor agrees to administer the Distribution and Service Plan on behalf of the Trust. The Distributor shall, at its own expense, set up and maintain a system of recording 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 and Service 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 (1-800-XXX-XXXX) xxr direct investor and shareholder use between the hours of 9:30 a.m. and 4:00 p.m. Eastern 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. 4 (j) The Board of Trustees shall approve the form of any Soliciting Dealer Agreement or Investor Services 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 to Distributor for Prospectuses, Prospectuses and Statements of Additional Information, product descriptions and periodic fund reports, as applicable, of Information are fulfilled. In addition, the Distributor shall arrange to provide the AMEX (and any other 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. (dm) The Distributor agrees to make available, at the Trust’s request, one or more members 's request a member of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (en) Distributor shall review Review all sales and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC applicable laws and FINRA advertising rulesconditions of any applicable Exemptive order, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materialsmaterials when necessary or appropriate. (fo) The Distributor shall not offer any Shares is authorized to and shall not approve any creation may employ or redemption order hereunder if and so long associate with such person or persons as the effectiveness of the Registration Statement then Distributor may deem desirable to assist it in effect or any necessary amendments thereto shall be suspended performing its duties under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECthis Agreement; provided, however, that nothing contained in this paragraph the compensation of such person or persons shall in any way restrict or have any application to or bearing upon be paid by the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of Distributor and that the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted be as fully responsible to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve Trust for the periods prescribed by Rule 31a-2 under the 1940 Act, acts and omissions of any such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which person or persons at it maintains pursuant to the 1940 Act is for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, its own acts and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsomissions. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing Agent and to transmit such orders to the Custodian and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the Investment Adviser and the Board of Trustees of the Trust, the Agreement and Declaration of 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. (f) 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. (g) 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 negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Investment Adviser, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Fund, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Adviser. (m) The Distributor shall work provide an order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units, including without limitation: (i) generating and transmitting confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or in a timely fashion; (iv) confirming that Authorized Participants will not place trades that would raise their total holdings to 80% or more of any Fund; (v) maintain along with the Trust and its Index Receipt Agent the right to review require and approve orders placed by rely upon information necessary to determine beneficial share ownership for purposes of the 80% determination or, in lieu of this, accept a certification from a Listing Exchange member firm or a member of such other exchange that the cost basis of the securities so deposited is essentially identical to their market value at the time of deposit; and (vi) maintaining a dedicated toll-free line for Authorized Participants to place share creation and transmitted to the Index Receipt Agentredemption orders. (hn) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1(e), or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Investment Adviser of such event. (o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (jp) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase purchase and Redemption Orders redemption orders of Creation Units of each Fund by each Authorized Participants Participant that have has executed an Authorized Participant Agreement agreement with the Distributor and Transfer Agent/ Index Receipt AgentAgent for the purchase and redemption of Creation Units (each such agreement, an “Authorized Participant Agreement”). Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securitiesfund securities, Deposit Securitiesdeposit securities, and related Cash Components 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to the Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) The Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Transfer Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that the Distributor may retain all such records required to be maintained by the Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. The Distributor will, to the extent legally permissible, promptly forward any complaints concerning the Trust received by the Distributor to the Trust, assist in resolving such complaints to the extent these relate to the Distributor’s responsibilities as the distributor for the Funds and maintain a log of such complaints to the extent required by applicable law. (k) The Distributor agrees to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectusesthe Prospectus, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) The Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Transfer Agent. (h) The Distributor agrees to maintain, maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Trust grants to the Distributor agrees the exclusive right to serve as the principal underwriter of the Funds in connection with the review and approval of receive all Purchase and Redemption Orders orders for purchases of Creation Units of each Fund by Authorized from Participating Parties or DTC Participants that which have executed an Authorized a Participant Agreement (“Authorized Participants”) and to transmit such orders to the Trust in accordance with the Distributor Registration Statement and Transfer Agent/ Index Receipt Agent. Nothing Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Trust to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (ia) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption of Creation Units of Prospectus and in the Funds, form attached hereto as Exhibit A; (iib) the Distributor shall approve generate and maintain copies of transmit confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser; (iiic) upon request, the Distributor will make available shall deliver copies of the Prospectus prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (ivd) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (ci) 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, when it deems necessary and at its own expense, execute the following agreements in the forms and as approved by the Board of Trustees of the Trust, providing for activities which the Distributor deems reasonable and appropriate and which are primarily intended to result in the sale of such Creation Units: (A) 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, and (B) investor services agreements (“Investor Services Agreements”) with broker-dealers or other financial institutions providing for broker-dealer, investor and stockholder support, account maintenance and educational and promotional services relating to the Shares and facilitation through broker-dealers and other persons of communications with beneficial owners of Shares. Pursuant to this Agreement, the Soliciting Dealer Agreements and the Investor Services Agreements, the Distributor shall facilitate the coordination of the performance of any marketing and promotional services, including advertising; the development and implementation of any marketing plan; and clearing and filing all advertising, sales, marketing and promotional materials of the Funds with the FINRA as provided below. (d) The Distributor agrees to administer the Distribution and Service Plan on behalf of the Trust. The Distributor shall, at its own expense, set up and maintain a system of recording 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 and Service Plan to the Trust at least quarterly. (e) The Distributor shall provide toll-free lines, by way of the relevant Listing Exchange’s product hotline for direct investor and shareholder use between the hours of 9:30 a.m. and 4:00 p.m. Eastern time on each day such Listing Exchange is open for business, with appropriate FINRA 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 FINRA and the relevant Listing Exchange. (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 or Investor Services 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 to Distributor for Prospectuses, Prospectuses and Statements of Additional Information, product descriptions and periodic fund reports, as applicable, of Information are fulfilled. In addition, the Distributor shall arrange to provide the relevant Listing Exchange (and any other 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 relevant Listing Exchange 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 FINRA, and (iii) as may otherwise be required by the Commission. (dm) The Distributor agrees to make available, at the Trust’s request, one or more members request a member of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (en) Distributor shall review Review all sales and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC applicable laws and FINRA advertising rulesconditions of any applicable Exemptive order, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materialsmaterials when necessary or appropriate. (fo) The Distributor shall not offer any Shares is authorized to and shall not approve any creation may employ or redemption order hereunder if and so long associate with such person or persons as the effectiveness of the Registration Statement then Distributor may deem desirable to assist it in effect or any necessary amendments thereto shall be suspended performing its duties under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECthis Agreement; provided, however, that nothing contained in this paragraph the compensation of such person or persons shall in any way restrict or have any application to or bearing upon be paid by the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of Distributor and that the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted be as fully responsible to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve Trust for the periods prescribed by Rule 31a-2 under the 1940 Act, acts and omissions of any such records person or persons as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act is for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, its own acts and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsomissions. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase and Redemption Orders orders for purchases of Creation Units of each Fund by Authorized from Participating Parties or DTC Participants that which have executed an Authorized a Participant Agreement (“Authorized Participants”) and to transmit such orders to the Trust in accordance with the Distributor Registration Statement and Transfer Agent/ Index Receipt Agent. Nothing Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Trust to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption of Creation Units of the Funds, Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase order acceptances to the purchaser (such confirmations will indicate the time such orders were accepted and redemption order acceptanceswill be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional InformationSAI; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall execute selected or soliciting dealer participant agreements (“Participant 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. (d) 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 Securities Exchange Act of 1934, as amended, including the Financial Industry Regulatory Authority (“FINRA”) and the Listing Exchange. (e) 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. (f) 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. (g) 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. (h) 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. (i) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional InformationSAIs, product descriptions Product Descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide Listing Exchange (and any other national stock exchange on which the Shares may be listed) with copies of Prospectuses and SAIs and Product Descriptions to be provided to purchasers in the secondary market. The Distributor will generally make it known in the brokerage community that Prospectuses and SAIs and Product Descriptions are available, including by (i) advising the Listing Exchange 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 FINRA, and (iii) as may otherwise be required by the Commission. (dj) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ek) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with the FINRA when necessary or appropriate. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fl) The Distributor shall not offer any Shares be entitled to no compensation or reimbursement of expenses from the Trust for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Funds’ investment adviser (the “Adviser”) related to its services hereunder or for additional services as may be agreed to between the Adviser and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration StatementDistributor. (gm) The Distributor shall work with pay all expenses relating to Distributor’s broker-dealer qualification. Distributor shall also pay all expenses incurred in providing office space, equipment, and personnel as may be necessary or convenient to provide the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agentservices. (hn) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant Notwithstanding anything in this Agreement to the 1940 Act for contrary, the Distributor and its affiliates may receive compensation or reimbursement from the Trust shall at all times remain and the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) Adviser with respect to the Distributor’s any services not included under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reportsreports filed by the Fund, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Board of Trustees of the Trust (the “Board”) in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the TrustBoard. (e) The Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to Esoterica Capital LLC (the Trust’s investment adviser “Adviser”) any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that the Distributor may retain all such records required to be maintained by the Distributor pursuant to applicable FINRA or SEC rules and regulations. (jh) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesBoard.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase purchase and Redemption Orders redemption orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor Distributor, Company, and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 Company acknowledges that the Distributor shall not be obligated to approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust Company with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the TrustCompany, and subject to the review and approval by the Company prior to execution, the Distributor shall negotiate and enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor Distributor, the Company, and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the FundsFunds in accordance with the Registration Statement and Prospectus, (ii) the Distributor shall work with the Transfer Agent to review and approve Creation Unit purchase and redemption orders, and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances); (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional InformationInformation to Authorized Participants that have entered into an Authorized Participant Agreement with the Distributor; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) Upon request, the Distributor agrees to provide to the Company an Authorized Participant contact list. (d) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (de) The Distributor is not authorized by the Company to make any representations concerning the Company, the Funds, or the Shares, other than those consistent with the Prospectus, Registration Statement, or other material that may be prepared by or on behalf of the Company for Distributor’s use. (f) The Distributor agrees to make available, at the TrustCompany’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust Company in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees Directors of the TrustCompany, including annual Section 15(c) responses and quarterly Distributor update reports. (eg) Distributor shall review and approve, prior to use, all Trust sales and marketing materials approved by the Company or Investment Adviser and provided to the Distributor (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser Investment Adviser any comments provided by FINRA with respect to such materials. (fh) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the TrustCompany’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gi) If the Company adopts any distribution and/or servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor may, and shall at the request of the Company, enter into agreements with various qualified broker-dealers and other financial institutions exempt from registration as a broker or dealer under federal or state securities laws, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The form of such agreement shall be approved by the Company (“Dealer and/or Selling Agreement”). To the extent that the Company adopts a Plan, the Distributor, at the request of the Company, will: (i) administer, on behalf of the Company, such Plan; (ii) monitor the amounts paid under the Plan to ensure compliance with the applicable rules of FINRA and the 1940 Act; (iii) provide to the Company, no less than quarterly, reports regarding the payment activity under the Plan; and (iv) pay, only after, for as long as, and to the extent the Distributor receives such fees from the Company pursuant to any such Plan, all fees and expense reimbursements, pursuant to and in accordance with such Plan. (j) The Distributor shall (i) work with the Index Receipt Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt AgentTransfer Agent and (ii) undertake all such activities on a reasonably timely basis. (hk) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall as soon as practicable provide notice to the Company and the Investment Adviser of such event. (l) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust Company shall at all times remain the property of the TrustCompany, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. Records may be surrendered in the form in which such records are maintained, or in electronic form if such electronic form is compliant with Rule 31a-2 under the 1940 Act, at the option of the Distributor. The Distributor shall assist the Company and its designated agents or, upon approval of the Company, any regulatory or self-regulatory body, in any requested review of the records maintained by the Distributor pursuant to Rule 31a-1(d) under the 0000 Xxx. (jm) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the TrustCompany’s Chief Compliance Officer or Board of TrusteesDirectors. (n) The Distributor shall enter into and shall maintain in effect at all times during the term of this Agreement a business continuity plan, including internal systems or arrangements with appropriate parties making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Company and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. The Distributor shall take commercially reasonable steps to minimize service interruptions. (o) The Distributor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Company from time to time, have no authority to act or represent the Company in any way or otherwise be deemed an agent of the Company.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds Trust in connection with the review and approval of all Purchase purchase and Redemption Orders redemption orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Agent/Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units; provided, however, that the Distributor agrees to use its best efforts to review and approve all orders in accordance with the terms and conditions set forth in the Prospectus. Nothing contained herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, Funds (such form of Authorized Participant Agreements shall be approved by the Board of Trustees of the Trust and any Authorized Participant Agreement to be used with an Authorized Participant that differs in any material respect from the form approved by the Trust’s Board of Trustees shall be provided to the Trust for its approval prior to execution by the Distributor); (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances (copies of such confirmations will be made available to the Trust promptly upon the Trust’s reasonable request); (iii) upon request, the Distributor will shall make available copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the /Index Receipt Agent. (h) The . Upon request, the Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant shall make available to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination hours a list of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsAuthorized Participants. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review and approval of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System (“CNSS”) of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”) with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing Distributor; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent or Custodian to accept Fund Securities, Deposit Securities, and related Cash Components Baskets through or outside the CNSS clearing processes of National Securities Clearing ProcessCorporation, and as provided in and in accordance with the Registration Statement and Prospectus. The Distributor agrees that validly submitted orders to purchase or redeem Creation Units on each day when the New York Stock Exchange is open for trading (“Business Day”) will be accepted as set forth in the Prospectus. The Distributor agrees that all orders for Creation Units must be received by the Distributor no later than the close of regular trading on a Listing Exchange in order to receive the net asset value determined on the Business Day on which an order is placed with the Trust. The Trust acknowledges that the Distributor shall not be obligated to approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies so long as such arrangements do not diminish the Distributor’s ability to perform the services hereunder. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Prospectus. The Distributor further agrees as follows: (i) at the request of the TrustTrust and subject to review by the Trust prior to execution, the Distributor shall negotiate, enter into Authorized and execute Participant Agreements between and among Authorized Participants, the Distributor Participants and the Distributor, subject to acceptance by the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Prospectus; (ii) the Distributor shall approve and maintain copies issue or cause the issuance of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional InformationUnits; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer AgentAgent as designated by the Trust. (c) The Distributor agrees to: (i) provide an Authorized Participant contact list and consultation with respect thereto; and (ii) use all reasonable efforts to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus and the Participant Agreement. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Prospectus, the instructions of the Investment Adviser and the Board of Trustees of the Trust, the Agreement and Declaration of Trust, any current and future exemptive orders received by the Trust from the Commission or other regulatory body, 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 FINRA and the Listing Exchanges. Except to the extent permitted by the any current and future exemptive orders received by the Trust from the Commission or other regulatory body, no distributor, promoter or affiliated person of the Trust, or any second-tier affiliate, will be an Authorized Participant or make a market in shares of interest of a Trust when issued and outstanding, unless permitted to do so by a Commission rule, other exemptive order or Commission Staff no-action letter. (e) Except as otherwise noted in the Prospectus, the offering price for all Creation Units 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 Prospectus. (f) 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 accepted by the Distributor except such unconditional orders as may have been placed with the Transfer Agent before it had knowledge of the suspension. In addition, the Trust reserves the right to suspend sales and Distributor’s authority to accept 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. (g) The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the Prospectus or contained in publicly filed 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 information provided to it by the Trust and its respective service providers, including the Adviser, reasonably believed by it to be genuine and to have been properly issued by or on behalf of the Trust 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 negligence in the performance of its duties, by reason of its reckless disregard of its obligations and duties under this Agreement or otherwise not acting in accordance with the standards set forth herein. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Informationproduct descriptions, product descriptions and periodic fund reportsreports and proxy voting policies, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and product descriptions to be provided to purchasers in the secondary market. The Distributor will make it known in the brokerage community that Prospectuses and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, other shareholder documents, marketing and advertising materials, and all other such materials provided by the Trust and its respective service providers. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff (including senior staff members) to attend, either via telephone or in person, Board attend meetings of the Board of Trustees of the Trust (the “Board” or “Board of Trustees”) in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of including, without limitation, annual Section 15(c) responses, a quarterly Distributor update report and such other reporting materials as may be requested by the TrustBoard or the Adviser for periodic review. (ej) The Distributor shall shall: (i) review and approveapprove as principal all marketing and advertising materials prepared by, or on behalf of, a Trust and provided to Distributor, for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder, or other applicable rules or regulation, or as otherwise reasonably requested by the Trust or Adviser; and (ii) make available, use and maintain the Distributor’s proprietary internet-based marketing/advertising web portal (or such other/additional web portal made available by the Distributor) (“Web Portal”). The parties anticipate that the uploading of marketing and advertising materials by Adviser, the review, comment and sign-off by Distributor, posting of FINRA comment and response letters and all other activities associated with the foregoing will generally occur through the Web Portal. All such marketing and advertising materials must be approved, in writing or via the Web Portal, by the Adviser and Distributor prior to use. In addition, the Distributor agrees that it shall use its best efforts to obtain from the Adviser, and the Trust agrees to use its best efforts to cause the Adviser to provide to Foreside, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and advertising materials, including FINRA advertising rulescomment and response letters, in electronic format, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to make such materials available via the Trust’s investment adviser any comments provided by FINRA with respect to such materialsWeb Portal as soon as reasonably practicable after the Effective Date. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Investment Adviser, consistent with applicable law and the Registration Statement, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under Rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Investment Adviser. (m) The Distributor shall work daily: (i) with the Index Receipt Transfer Agent to review and approve accept or reject orders placed by Authorized Participants and transmitted to the Transfer Agent; and (ii) with the Custodian and/or Index Receipt AgentAgent to reconcile Fund shares; and (iii) undertake all such activities on a timely basis. (hn) The Distributor agrees shall operate a call center on behalf of the Trust and provide personnel at its offices that are acceptable to maintainthe Trust to respond to telephone inquiries from Trust shareholders and prospective shareholders during such times as mutually agreed, and preserve for which shall be no less than standard business hours on the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 ActEast coast. The Distributor agrees that all shall keep records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of shareholder telephone calls and correspondence and replies thereto, and of the Trust, shall be readily accessible during normal business hours, lapse of time between receipt of such substantive telephone calls and shall be promptly surrendered upon correspondence and the termination making of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsreplies. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase and Redemption Orders orders for purchases of Creation Units of each Fund by Authorized from Participating Parties or DTC Participants that which have executed an Authorized a Participant Agreement (“Authorized Participants”) and to transmit such orders to the Trust in accordance with the Distributor Registration Statement and Transfer Agent/ Index Receipt Agent. Nothing Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Trust to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption of Creation Units of the Funds, Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase order acceptances to the purchaser (such confirmations will indicate the time such orders were accepted and redemption order acceptanceswill be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (ci) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus and the Participant Agreement and to perform the services contemplated herein on a continuous basis. (ii) The Distributor shall, at its own expense, execute selected or soliciting dealer participant agreements (“Participant 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. In entering into Participant Agreements, the Distributor will act only on its own behalf as principal. The Trust shall furnish, or cause to be furnished, all advertising, sales, marketing and promotional materials of the Funds to the Distributor. Distributor shall clear and file all advertising, sales, marketing and promotional materials of the Funds with FINRA. (d) 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 FINRA and the Listing Exchange. (e) 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. (f) 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. (g) 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. (h) 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. (i) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional of Information, product descriptions Product Descriptions and periodic fund reports, as applicable, are fulfilled. (d) The . In addition, the Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order shall arrange to provide information with regard to Listing Exchange (and any other national stock exchange on which the Distributor’s services hereunder and for such other purposes as Shares may be requested by listed) with copies of Prospectuses and Statements of Additional Information and Product Descriptions to be provided to purchasers in the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRAsecondary market. The Distributor agrees to furnish to will generally make it known in the Trust’s investment adviser any comments provided brokerage community that Prospectuses and Statements of Additional Information and Product Descriptions are available, including by FINRA with respect to such materials. (fi) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as advising the effectiveness Listing Exchange on behalf of its member firms of the Registration Statement then same, (ii) making such disclosure in effect or any necessary amendments thereto shall all marketing and advertising materials prepared and/or filed by the Distributor with FINRA, and (iii) as may otherwise be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration StatementCommission. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase purchase and Redemption Orders redemption orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt AgentAgent (an “Authorized Participant Agreement” or “AP Agreement”). Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Transfer Agent to review review, and approve orders placed by Authorized Participants and transmitted to the Index Receipt Transfer Agent. (h) The Distributor agrees to maintain, maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. (j) The Distributor agrees to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase and Redemption Orders orders for purchases of Creation Units of each Fund by Authorized from Participating Parties or DTC Participants that which have executed an Authorized a Participant Agreement ("Authorized Participants") and to transmit such orders to the Trust in accordance with the Distributor Registration Statement and Transfer Agent/ Index Receipt Agent. Nothing Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Trust to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption of Creation Units of the Funds, Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase order acceptances to the purchaser (such confirmations will indicate the time such orders were accepted and redemption order acceptanceswill be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (ci) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus and the Participant Agreement and to perform the services contemplated herein on a continuous basis.. (ii) The Distributor shall, at its own expense, execute selected or soliciting dealer participant agreements ("Participant 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. In entering into Participant Agreements, the Distributor will act only on its own behalf as principal. The Trust shall furnish, or cause to be furnished, all advertising, sales, marketing and promotional materials of the Funds to the Distributor. Distributor shall clear and file all advertising, sales, marketing and promotional materials of the Funds with the NASD. (d) 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 Listing Exchange. (e) 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. (f) 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. (g) 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. (h) 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. (j) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions Product Descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide Listing Exchange (and any other national stock exchange on which the Shares may be listed) with copies of Prospectuses and Statements of Additional Information and Product Descriptions 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 and Product Descriptions are available, including by (i) advising the Listing Exchange 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. (dk) The Distributor agrees to make available, at the Trust’s 's request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fl) The Distributor shall not offer review all sales and marketing materials for compliance with applicable laws and conditions of any Shares applicable exemptive order, and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file such materials with the SEC; providedNASD when necessary or appropriate. All such sales and marketing materials must be approved, howeverin writing, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesDistributor prior to use.

Duties of the Distributor. (a) a. The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System (“CNSS”) of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor Distributor, as accepted by the Transfer Agent, and to transmit such orders to the Custodian and Transfer Agent/ Index Receipt Agent. Nothing Agent in accordance with the Registration Statement; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, Securities and related Cash Components through or outside the CNSS clearing processes of National Securities Clearing ProcessCorporation, and as provided in and in accordance with the Registration Statement and ProspectusStatement. The Trust acknowledges that the Distributor shall not be obligated to approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies so long as such arrangements do not diminish the Distributor’s ability to perform the services hereunder. (b) b. The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the TrustTrust and subject to review by the Trust prior to execution, the Distributor shall negotiate, enter into Authorized and execute Participant Agreements between and among Authorized Participants, the Distributor Participants and the Distributor, subject to acceptance by the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement (“Participant Agreement”); (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, upon request, the Statement of Additional InformationInformation and proxy voting policies; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer AgentAgent as designated by the Trust. c. The Distributor agrees to: (ci) provide an Authorized Participant contact list and consultation with respect thereto; and (ii) use all reasonable efforts to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus and the Participant Agreement. d. All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement, the instructions of the Fund’s investment adviser, Gabelli Funds, LLC, (the “Adviser”) and the Board of Trustees of the Trust, the Agreement and Declaration of Trust, any current and future exemptive orders received by the Trust from the Commission or other regulatory body, 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 FINRA and the Listing Exchanges. e. Except as otherwise noted in the Registration Statement, the offering price for all Creation Units 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. f. 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. g. 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 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 information provided to it by the Trust and its respective service providers, including the Adviser, reasonably believed by it to be genuine and to have been properly issued by or on behalf of the Trust 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 negligence in the performance of its duties, by reason of its reckless disregard of its obligations and duties under this Agreement or otherwise not acting in accordance with the standards set forth herein. h. The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and descriptions, periodic fund reportsreports and proxy voting policies, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions to be provided to purchasers in the secondary market. The Distributor will make it known in the brokerage community that Prospectuses and Statements of Additional Information and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information, marketing and advertising materials, and all other such materials provided by the Trust and its respective service providers. (d) i. The Distributor agrees to make available, at the Trust’s request, one or more members of its staff (including senior staff members) to attend, either via telephone or in person, Board attend meetings of the Board of Trustees of the Trust (the “Board” or “Board of Trustees”) in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of including, without limitation, annual Section 15(c) responses, a quarterly Distributor update report and such other reporting materials as may be requested by the TrustBoard or the Adviser for periodic review. (e) j. The Distributor shall shall: review and approveapprove as principal all marketing and advertising materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder, or other applicable rules or regulation, or as otherwise reasonably requested by the Trust or Adviser. The parties anticipate that the uploading of marketing and advertising materials by Adviser, the review, comment and sign-off by Distributor, posting of FINRA comment and response letters and all other activities associated with the foregoing will generally occur through the Web Portal. All such marketing and advertising materials must be approved, in writing or via the Web Portal, by the Adviser and Distributor prior to use. In addition, the Distributor agrees that it shall use its best efforts to obtain from the Adviser, and the Trust agrees to use its best efforts to cause the Adviser to provide to the Distributor, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and advertising materials, including FINRA advertising rulescomment and response letters, in electronic format, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to make such materials available via the Trust’s investment adviser any comments provided by FINRA with respect to such materialsWeb Portal as soon as reasonably practicable after the effective date. (f) k. The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) l. The Distributor shall work with operate a call center on behalf of the Index Receipt Agent to review Trust and approve orders placed by Authorized Participants and transmitted provide personnel at its offices that are acceptable to the Index Receipt AgentTrust to respond to telephone inquiries from Trust shareholders and prospective shareholders during such times as mutually agreed, which shall be no less than standard business hours on the East coast. The Distributor shall keep records of shareholder telephone calls and correspondence and replies thereto, and of the lapse of time between receipt of such substantive telephone calls and correspondence and the making of replies. (h) m. The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 ActAct unless any such records are earlier surrendered as provided below. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written requestrequest by the Trust or Adviser; provided, however, provided that Distributor may retain all such records, or if permissible, copies of all records that it is required to be maintained by Distributor maintain as a broker-dealer pursuant to applicable FINRA or and SEC rules and regulations. Records may be surrendered in either written or machine-readable form, at the option of the Trust or Adviser. Upon the reasonable request of the Trust or Adviser, copies of any such books and records shall be provided by the Distributor. The Distributor shall assist the Trust and its agents or, upon approval of the Trust, any regulatory or self-regulatory body, in any requested review of the Trust’s books and records, and reports by the Distributor, its independent accountants or other independent reviewer concerning its exchange traded products order processing system and such books, records, reports and system will be open to such entities for audit or inspection upon reasonable request. (j) n. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. o. The Distributor shall take reasonable steps to minimize service interruptions in the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Distributor’s control. The Distributor shall enter into and shall maintain in effect at all times during the term of this Agreement a business continuity plan, including internal systems or arrangements with appropriate parties making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Trust and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Upon reasonable request, the Distributor shall discuss with the Trust or the Trust’s Chief Compliance Officer any business continuity/disaster recovery plan of the Distributor and/or provide presentations regarding such plan. p. The Distributor shall at all times act in good faith and without willful misfeasance, gross negligence or bad faith and agrees to exercise the care and expertise of a leading provider of distribution services in carrying out the provisions of this Agreement and use all reasonable efforts (or such higher standard set forth herein) in performing the services under this Agreement. q. The Distributor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Trust from time to time, have no authority to act or represent the Trust in any way or otherwise be deemed an agent of the Trust. r. Functions or duties normally scheduled to be performed on any day which is not a Fund business day shall be performed on, and as of, the next business day, unless otherwise required by law.

Duties of the Distributor. (a) a. The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) b. The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) c. The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and publicly available periodic fund reports, as applicable, are fulfilled. (d) d. The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) e. Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) f. The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) g. The Distributor shall work with the Index Receipt Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Transfer Agent. (h) h. The Distributor agrees to maintain, maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d31a-l(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) i. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. j. 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 use by the Distributor.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (“NSCC Participants”) that have executed an a Participant Agreement, as defined in paragraph 3(b) hereof, (“Authorized Participant Agreement Participants”) with the Distributor and the transfer agent of the Trust (“Transfer Agent/ Index Receipt Agent. Nothing ”) and to transmit such orders to the custodian of the Trust (“Custodian”) and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, Instruments and related Cash Components Amounts 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (all such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available copies shall deliver a copy of current Prospectus when available, to each Authorized Participant of the Prospectus to purchasers of such Creation Units relevant Fund and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the investment adviser of the Trust (the “Adviser”) or the investment sub-adviser of the Trust and the Board of Trustees of the Trust, the Agreement and Declaration of 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 SEC or any securities association registered under the 1934 Act, including FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units will be the aggregate NAV of the Shares per Creation Unit of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus. (f) If and whenever the determination of NAV 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. (g) 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 its 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. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund Fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of the Prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the SEC or its staff. The Distributor shall not bear any costs associated with printing the Prospectuses, Statements of Additional Information and all other such materials, but shall bear the costs associated with delivering such documents to persons required by applicable law to receive them. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board of Trustees (“Board”) meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approve, prior to use, approve all Trust sales and marketing materials (“Marketing Materials”) regarding each Fund for compliance with SEC applicable laws and FINRA advertising rulesthe conditions of any applicable exemptive order, and will shall file all Marketing Materials such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materialstheir use. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as (i) the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as (ii) a current prospectus Prospectus, as required by Section 10 of the 1933 Act Act, is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) The Distributor shall work maintain and make available a dedicated toll-free line for Authorized Participants to place requests to create and redeem Creation Units. The Distributor will use the Trust’s transfer agent’s order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units. The order processing system shall, including without limitation, (i) generate and transmit confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) provide acknowledgements to Authorized Participants that their orders have been accepted; (iii) reject any orders that were not submitted in proper form or in a timely fashion; (iv) confirm that each Authorized Participant will not place trades that would raise its total holdings to 80% or more of the outstanding Shares of any Fund; (v) maintain along with the Index Receipt Agent Trust and its transfer agent the right to review require and approve orders placed by Authorized Participants and transmitted rely upon information necessary to determine beneficial share ownership for purposes of the Index Receipt Agent80% determination or, in lieu of this, accept a certification from a Listing Exchange member firm or a member of such other exchange that the cost basis of the Deposit Instruments is essentially identical to their market value at the time of deposit. (hm) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust and shall at all times remain the property permit representatives of the Trust, shall be readily accessible during normal business hoursupon reasonable notice, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all to have access to such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations.records. ​ (jn) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to (i) prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 1000 Xxx) with respect to the Distributor’s services under this AgreementAgreement and (ii) comply with FINRA Rule 3130 (together, “Compliance Program”), and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board Board. (o) The Distributor has of Trusteesthe date hereof, and shall at all times maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act or any successor provisions thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1 under the 1934 Act (or any successor provision thereto) the Distributor shall provide notice thereof to the Adviser and the Trust.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and to transmit such orders to the Custodian and Transfer Agent/ Index Receipt Agent. Nothing Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, Securities and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement Statement, the Prospectus and Prospectusthe Trust’s exemptive relief relating to exchange-traded funds, as it may be amended from time to time (“ETF Exemptive Relief”). The Trust acknowledges that the Distributor shall not be obligated to approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. At the request of the Trust, the Distributor will enter into agreements, in the form specified by the Trust, with participants in the system for book-entry of DTC and the NSCC as described in the Prospectus. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into selected or soliciting dealer participant agreements (“Participant Agreements”) between Authorized Participant Agreements between and among Authorized Participants, the Distributor Participants and the Transfer Agent/Index Receipt AgentDistributor, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the form of Participant Agreement shall be approved by the Board of Trustees of the Trust and Authorized Participants shall be approved by the Trust and/or the Trust’s investment adviser. Each Authorized Participant shall be (1) a registered broker/dealer, (2) eligible and authorized to participate in the DTC direct registration system and (3) except as expressly permitted pursuant to the terms of the Participant Agreement, in good standing with FINRA. Each Participant Agreement will include such terms and conditions as the Distributor will deem necessary or appropriate from time to time, provided that, where the Distributor proposes to enter into a Participant Agreement that differs from the form approved by the Trust’s Board of Trustees, the Distributor must obtain approval of such differences from the Trust’s investment adviser and/or an officer of the Trust; (iii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iiiiv) upon request, the Distributor will make available shall deliver copies of the Prospectus and/or summary prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (ivv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus and the Participant Agreements. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement, the Prospectus, the ETF Exemptive Relief, the instructions of the Investment Adviser or sub-adviser and the Board of Trustees of the Trust, the Agreement and Declaration of 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. (f) 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 maybe determined by the Trust. (g) 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 negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, summary prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses, summary prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees will respond to furnish FINRA comments on sales and marketing materials. The Distributor will promptly forward any complaints concerning the Trust received by the Distributor to the Trust’s investment adviser any comments provided , assist in resolving such complaints and maintain a log of such complaints to the extent required by FINRA with respect to such materialsapplicable law. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall, at its own expense, enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Investment Adviser, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under Rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Adviser. (m) The Distributor shall work with the Index Receipt Agent to review and approve accept or reject orders placed by Authorized Participants and transmitted to the Distributor by the Index Receipt Agent. (hn) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Investment Adviser of such event. (o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (jp) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 1000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees shall exercise its best efforts lawfully and properly to serve as promote the principal underwriter offering of shares of the Funds Fund to existing shareholders through broker-dealers that are members in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability good standing of the Transfer Agent/ Index Receipt Agent to accept Fund SecuritiesNational Association of Securities Dealers, 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 approve any certain number of orders for Creation UnitsInc. ("NASD"). (b) The Distributor agrees is, and shall do all things necessary to use commercially reasonable efforts continue to provide be, a broker-dealer in securities registered with the following services to Securities and Exchange Commission under the Trust with respect to the continuous distribution Securities Exchange Act of Creation Units of each Fund: (i) at the request 1934, a member in good standing of the TrustNASD, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units a licensed broker-dealer of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus States in which its activities require it to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agentbe so licensed. (c) The Distributor shall ensure enter into Selling Group Agreements with broker-dealer members of the NASD selected by the Distributor, authorizing such broker-dealers to offer and sell shares of the Fund to existing shareholders upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. The Distributor shall continue each such Selling Group Agreement in effect, or terminate it, upon its sole discretion. Such Selected Dealer Agreements shall provide that all direct requests to Distributor for Prospectuses, Statements the selected dealer shall act as principal and not as an agent of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilledthe Fund. (d) The Distributor agrees to make available, at Upon the Trust’s request, one or more members Distributor's receipt from broker-dealers that have entered into Selling Group Agreements with it of its staff to attend, either via telephone or in person, Board meetings unconditional orders for the purchase of shares of the Trust in order to provide information with regard Fund, the Distributor shall transmit such orders to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees Fund (or to another agent of the TrustFund authorized by it in writing to receive such orders). In so doing, the Distributor will act solely as the agent of the Fund. (e) The Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) agrees that it will not directly or indirectly withhold orders for compliance with SEC and FINRA advertising rulesthe purchase of shares of the Fund or purchase shares of the Fund in anticipation of orders, and further agrees that in all its Selling Group Agreements with broker-dealers the Distributor will file all Marketing Materials required to filed with FINRArequire a similar contractual undertaking of the broker-dealer. The Distributor agrees to furnish pay the Fund, on a monthly basis, the amount of any net dilution resulting from the cancellation or reversal of a confirmed purchase or repurchase order for shares of the Fund resulting from the failure of a Selling Group member to settle the Trust’s investment adviser trade. All gains and losses realized each month from such "fails" shall be netted, and any comments provided by FINRA with respect net gain for a month shall be carried forward to such materialsoffset any net losses for any subsequent month in the same fiscal year of the Fund. (f) The Distributor shall not offer any Shares will print and shall not approve any creation or redemption order hereunder if and so long as the effectiveness distribute copies of the Registration Statement then Fund's prospectuses as from time to time in effect under the Securities Act of 1933, as amended, and will prepare, print and distribute all advertising and sales literature relating to the Fund. The Distributor will not publicly distribute supplemental literature or any necessary amendments thereto advertising except such as shall be suspended lawful under any of the provisions of the 1933 Act or if state and so long as a current prospectus as required by Section 10 of the 1933 Act is not on federal securities laws and regulations. The Distributor agrees to file with the SEC; providedSecurities and Exchange Commission and/or the NASD, howeverand with such other regulatory authorities as may be required, that nothing contained in this paragraph shall in copies of any way restrict advertisements, pamphlet, circular, form letter, or have any application other sales literature relating to the Fund or its shares, addressed to or bearing upon intended for distribution to prospective investors, within the Trust’s obligation time required by such regulatory authorities. The Distributor will furnish to redeem or repurchase the Fund at its principal office a copy of all such material prior to its use, and will not use any Shares from any shareholder in accordance with provisions of such material to which the Prospectus or Registration StatementFund reasonably and promptly objects. (g) The Distributor shall work maintain or retain a dealer service organization suitable to the promotion of the sale of shares of the Fund by the broker-dealers that have entered into Selling Group Agreements with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt AgentDistributor. (h) The Except with respect to sales and repurchases of shares of the Fund, the Distributor agrees shall act as principal in all matters relating to maintainpromotion of the growth of the Fund and shall enter into all of its engagements, agreements, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records contracts as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise principal on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsits own account. (ji) The Distributor agrees to maintain shall act in the performance of its duties hereunder in a manner that effects compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations with the current prospectus of the Federal Fund from time to time in effect under the Securities Act of 1933, the Articles of Incorporation and the By-Laws (as defined in Rule 38a-1 of the 0000 Xxx) Fund, and with respect applicable laws and regulations of the United States and of the individual states within which the Distributor or the Fund may do business, or in which shares of the Fund are offered for sale, and will conduct its affairs with relation to the Distributor’s services under this AgreementFund, broker-dealers, and to provide any and all information investors in accordance with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations Rules of Fair Practice of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesNASD.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and to transmit such orders to the Custodian and Transfer Agent/ Index Receipt Agent. Nothing Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, Securities and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement Statement, the Prospectus and Prospectusthe Trust’s exemptive relief relating to exchange-traded funds, as it may be amended from time to time (“ETF Exemptive Relief”). The Trust acknowledges that the Distributor shall not be obligated to approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. At the request of the Trust, the Distributor will enter into agreements, in the form specified by the Trust, with participants in the system for book-entry of DTC and the NSCC as described in the Prospectus. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into selected or soliciting dealer participant agreements (“Participant Agreements”) between Authorized Participant Agreements between and among Authorized Participants, the Distributor Participants and the Transfer Agent/Index Receipt AgentDistributor, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the form of Participant Agreement shall be approved by the Board of Trustees of the Trust and Authorized Participants shall be approved by the Trust and/or the Trust’s investment adviser. Each Authorized Participant shall be (1) a registered broker/dealer, (2) eligible and authorized to participate in the DTC direct registration system and (3) except as expressly permitted pursuant to the terms of the Participant Agreement, in good standing with FINRA. Each Participant Agreement will include such terms and conditions as the Distributor will deem necessary or appropriate from time to time, provided that, where the Distributor proposes to enter into a Participant Agreement that differs from the form approved by the Trust’s Board of Trustees, the Distributor must obtain approval of such differences from the Trust’s investment adviser and/or an officer of the Trust; (iii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iiiiv) upon request, the Distributor will make available shall deliver copies of the Prospectus and/or summary prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (ivv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus and the Participant Agreements. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement, the Prospectus, the ETF Exemptive Relief, the instructions of the Investment Adviser or sub-adviser and the Board of Trustees of the Trust, the Agreement and Declaration of 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. (f) 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. (g) 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 negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, summary prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses, summary prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees will respond to furnish FINRA comments on sales and marketing materials. The Distributor will promptly forward any complaints concerning the Trust received by the Distributor to the Trust’s investment adviser any comments provided , assist in resolving such complaints and maintain a log of such complaints to the extent required by FINRA with respect to such materialsapplicable law. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall, at its own expense, enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Investment Adviser, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under Rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Adviser. (m) The Distributor shall work with the Index Receipt Agent to review and approve accept or reject orders placed by Authorized Participants and transmitted to the Distributor by the Index Receipt Agent. (hn) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Investment Adviser of such event. (o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (jp) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Trust grants to the Distributor agrees the exclusive right to serve as the principal underwriter of the Funds in connection with the review receive all orders for purchases and approval of all Purchase and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants that which have executed an Authorized a Participant Agreement ("Authorized Participants") and to transmit such orders to the Trust in accordance with the Distributor Registration Statement and Transfer Agent/ Index Receipt Agent. Nothing Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Trust to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each Fund: Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (ia) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption of Creation Units of the Funds, Prospectus; (iib) the Distributor shall approve generate and maintain copies of transmit confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser; (iiic) upon request, the Distributor will make available shall deliver copies of the Prospectus prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (ivd) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (ci) 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 participant agreements ("Participant 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 review all advertising, sales, marketing and promotional materials of the Funds for approval and, if required, file such materials with the NASD. (d) The Distributor agrees to administer on behalf of the Trust any distribution plan under Rule 12b-l of the 1940 Act ("Distribution Plan"), if and when such plan is adopted by 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 in connection with any such Distribution Plan, and shall, pursuant to the 1940 Act, report such payment activity under such Distribution Plan to the Trust at least quarterly. (e) 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 AMEX. (f) 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. (g) 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. (h) 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. (i) The Board of Trustees shall approve the form of any Participant Agreement to be entered into by the Distributor. (j) 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. (k) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions of Information and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide AMEX (and any other national stock exchange on which the Shares may be listed) with copies of Prospectuses and "Product Descriptions" given to secondary market purchasers in lieu of the Prospectus 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 AMEX on behalf of its member firms of the same, (ii) ensuring that such disclosure is included in all marketing and advertising materials relating to the Funds that is reviewed by the Distributor, and (iii) as may otherwise be required by the Commission. (dl) The Distributor agrees to make available, at the Trust’s 's request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fm) The Distributor shall not offer review all sales and marketing materials for compliance with applicable laws and conditions of any Shares applicable exemptive order, and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file such materials with the SEC; providedNASD when necessary or appropriate. All such sales and marketing materials must be approved, howeverin writing, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesDistributor prior to use.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase purchase and Redemption Orders redemption orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement agreement with the Distributor and Transfer Agent/ Index Receipt AgentAgent (an “Authorized Participant Agreement” or “AP Agreement”). Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available deliver, to the extent required by law, copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Transfer Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. (j) 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. (k) The Distributor will promptly forward any complaints concerning the Trust received by the Distributor to the Trust, assist in resolving such complaints to the extent any such complaints relate to the Distributor’s responsibilities as the distributor for the Funds and maintain a log of such complaints to the extent required by applicable law.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securitiesfund securities, Deposit Securitiesdeposit securities, and related Cash Components cash components through or outside the Clearing Processclearing 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the TrustFund’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 1000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) a. The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized certain agreements (“Participant Agreements Agreements”) between and among DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (“Authorized Participants”), the Distributor and the Transfer Agent/Index Receipt Agenttransfer agent (as applicable), for the purchase and redemption of Creation Units of a Fund. b. The Distributor shall consult with the Trust or its agent with respect to the production and printing of prospectuses to be used in connection with creations by Authorized Participants of Creation Units. The Distributor will generally make it known in the brokerage community that Funds’ prospectuses and statements of additional information (“SAI”) are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the SEC. The Distributor shall not bear any costs associated with printing prospectuses, SAIs and other such materials. c. The Distributor shall review and approve all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as necessary or appropriate. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, such approval not to be unreasonably withheld. d. If the Trust, on behalf of any Fund, adopts a distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall approve enter into selling and/or investor servicing agreements or similar (“Sales and Investor Services Agreements”), consistent with applicable law and the registration statement and prospectus, with various broker-dealers, to sell Shares and provide services to shareholders. The Distributor agrees that (i) it shall assist in the administration of any Plan(s); (ii) it shall, at its own expense, set up and maintain copies a system of confirmations recording payments of Creation Unit purchase fees and redemption order acceptancesreimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) upon request, it shall receive from the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; Trust all distribution and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reportsshareholder servicing fees, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard rate and to the Distributor’s services hereunder extent payable under the terms and for conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of Shares of each Fund or class of Shares thereof, as such other purposes as Plan(s) may be requested by amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the TrustTrust may impose; and (iv) it shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the adviser. (e) e. The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall review fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. the adviser of such event. f. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to Section 31 of the 1940 Act for and the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsthereunder. (j) g. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 1000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. h. Upon reasonable request by the Trust, the Distributor shall provide the Trust with information relating to the services provided pursuant to this Agreement as necessary and applicable to enable the Trust to complete required regulatory filings.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser (the “Investment Adviser”) any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Transfer Agent/Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Transfer Agent/Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Agent/Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Agent/Index Receipt Agent to accept Fund Securities, 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 Company acknowledges that the Distributor shall not be obligated to approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust Company with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the TrustCompany, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the TrustCompany’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust Company in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees Directors of the TrustCompany. (e) Distributor shall review and approve, prior to use, all Trust Company marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the TrustCompany’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the TrustCompany’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Transfer Agent/Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Transfer Agent/Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust Company shall at all times remain the property of the TrustCompany, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the TrustCompany’s Chief Compliance Officer or Board of TrusteesDirectors.

Duties of the Distributor. (a) The Trust grants to the Distributor agrees the exclusive right to serve as the principal underwriter of the Funds in connection with the review and approval of receive all Purchase and Redemption Orders orders for purchases of Creation Units of each Fund by Authorized from Participating Parties or DTC Participants that which have executed an Authorized a Participant Agreement with (“Authorized Participants”) and to transmit such orders to the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and Trust in accordance with the Registration Statement and Prospectus. The Trust acknowledges that the Distributor shall not be obligated to approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (ia) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption Prospectus in a form approved by the Board of Creation Units Trustees of the Funds, Trust; (iib) the Distributor shall approve generate and maintain copies of transmit confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser; (iiic) upon request, the Distributor will make available shall deliver copies of the Prospectus prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (ivd) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (ci) 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 participant agreements (“Authorized Participant 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 FINRA. (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, if any, and shall, pursuant to the 1940 Act, report payment activity under the Distribution Plan, if any, to the Trust at least quarterly. (e) 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 FINRA 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 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 Participant 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 to Distributor for Prospectuses, Statements of Additional Information, product descriptions 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 stock exchange 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 FINRA, and (iii) as may otherwise be required by the Commission. (dm) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fn) The Distributor shall not offer review all sales and marketing materials for compliance with applicable laws and conditions of any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintainapplicable exemptive order, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Actfile such materials with FINRA when necessary or appropriate. All such sales and marketing materials must be approved, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trustin writing, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesDistributor prior to use.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent/ Agent (also known as the “Index Receipt Agent. Nothing ”) and to transmit such orders to the Trust, including as appropriate, through the Custodian and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation Units; provided, however, that the Distributor shall accept all orders submitted in proper form unless the Trust or its agent has notified the Distributor that it is refusing an order based on its authority to do so as described in the Registration Statement. Nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer AgentAgent and Custodian. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus and the Participant Agreement and to perform the services contemplated herein on a continuous basis. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, any and all exemptive orders issued to the Trust in connection with the offering of Shares and Creation Units under this Agreement of which the Distributor has received advance notice, the instructions of the Adviser and the Board of Trustees of the Trust, the Agreement and Trust Instrument, 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. (f) 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. (g) 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, gross negligence or reckless disregard in the performance of the remainder of its duties and obligations under this Agreement. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall consult with the Trust or its agent with respect to the production and printing of Prospectuses to be used in connection with creations by Authorized Participants of Creation Units. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as necessary or appropriate. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required such approval not to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materialsbe unreasonably withheld. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Adviser, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor (i) pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Adviser or (ii) be entitled to retain for its account any amount accrued pursuant to such Plan(s). (m) The Distributor shall work provide an order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units, including without limitation: (i) generating and transmitting confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or in a timely fashion; (iv) confirming that Authorized Participants will not place trades that would raise their total holdings to 80% or more of any fund; (v) maintain along with the Index Receipt Trust and its Transfer Agent the right to review require and approve orders placed by rely upon information necessary to determine beneficial share ownership for purposes of the 80% determination or, in lieu of this, accept a certification from a Listing Exchange member firm or a member of such other exchange that the cost basis of the securities so deposited is essentially identical to their market value at the time of deposit; and (vi) maintaining a dedicated toll-free line for Authorized Participants to place share creation and transmitted to the Index Receipt Agentredemption orders. (hn) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Adviser of such event. (o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (jp) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. (q) Upon reasonable request by the Trust, the Distributor shall provide the Trust with information relating to the Services provided pursuant to this Agreement as necessary and applicable to enable the Trust to complete required regulatory filings.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter shall sell Shares of the Funds in connection with the review Trust through Morgan Stanlex XX xnx xxx xxxx shares through other securities dealers and approval its own Account Executives and shall devote reasonable time and effort to promote sales of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability Shares of the Transfer Agent/ Index Receipt Agent to accept Fund SecuritiesTrust, 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 but shall not be obligated to approve sell any certain specific number of orders Shares. The services of the Distributor hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. It is also understood that Selected Dealers, including Morgan Stanlex XX, mxx xxxx xxll shares for Creation Unitsother registered investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide In selling the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request Shares of the Trust, the Distributor shall enter into Authorized Participant Agreements between use its best efforts in all respects duly to conform with the requirements of all federal and among Authorized Participantsstate laws and regulations and the regulations of the National Association of Securities Dealers, Inc. (the "NASD") relating to the sale of such securities. Neither the Distributor nor any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Registration Statement or related Prospectus and any sales literature specifically approved by the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer AgentTrust. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions adopt and periodic fund reportsfollow procedures, as applicableapproved by the Trust, are fulfilledfor the confirmation of sales to participants in the AAA program, the collection of amounts payable by investors on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASD, as such requirements may from time to time exist. (d) The Through the AAA program, the Trust is linked to securities and Visa accounts of customers of the Distributor agrees to make available, at the Trust’s request, one or more members and automatic purchases and redemptions of its staff to attend, either via telephone or in person, Board meetings Shares of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may will be requested effected by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act AAA program. Free credit cash balances in the securities accounts of customers of the Distributor will automatically be invested by the Distributor in Shares of the Trust on the terms described in the Prospectus. Shares of the Trust will automatically be redeemed by the Distributor to satisfy debit balances in such securities accounts or amounts owing in the Visa card accounts on the terms described in the Prospectus. AAA program participants may be liable for the Trust shall at all times remain unauthorized use of their Visa card in an amount not to exceed $50. In the property event of the Trustunauthorized use of the Visa card or cards held by AAA program participants after the Visa processing agent has been notified orally or in writing of the loss, shall be readily accessible during normal business hourstheft or possible unauthorized use of such card or cards, and shall be promptly surrendered upon the termination redemption of Trust Shares due to such unauthorized use, the Trust agrees to reinstate such Shares in the account of the Agreement or otherwise on written request; provided, however, that AAA program participant as if never redeemed and the Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor hereby agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of indemnify the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide Trust against any losses caused thereby and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trusteescosts associated therewith.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Transfer Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) a. The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System (“CNSS”) of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor Distributor, as accepted by the Transfer Agent, and to transmit such orders to the Custodian and Transfer Agent/ Index Receipt Agent. Nothing Agent in accordance with the Registration Statement; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, Securities and related Cash Components through or outside the CNSS clearing processes of National Securities Clearing ProcessCorporation, and as provided in and in accordance with the Registration Statement and ProspectusStatement. The Trust acknowledges that the Distributor shall not be obligated to approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies so long as such arrangements do not diminish the Distributor’s ability to perform the services hereunder. (b) b. The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the TrustTrust and subject to review by the Trust prior to execution, the Distributor shall negotiate, enter into Authorized and execute Participant Agreements between and among Authorized Participants, the Distributor Participants and the Distributor, subject to acceptance by the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement (“Participant Agreement”); (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to Authorized Participants, who are purchasers of such Creation Units and, upon request, the Statement of Additional InformationInformation and proxy voting policies; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer AgentAgent as designated by the Trust. c. The Distributor agrees to: (ci) provide an Authorized Participant contact list and consultation with respect thereto; and (ii) use all reasonable efforts to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus and the Participant Agreement. d. All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement, the instructions of the Fund’s investment adviser, Gabelli Funds, LLC, (the “Adviser”) and the Board of Trustees of the Trust, the Agreement and Declaration of Trust, any current and future exemptive orders received by the Trust from the Commission or other regulatory body, 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 FINRA and the Listing Exchanges. e. Except as otherwise noted in the Registration Statement, the offering price for all Creation Units 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. f. 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. g. 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 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 information provided to it by the Trust and its respective service providers, including the Adviser, reasonably believed by it to be genuine and to have been properly issued by or on behalf of the Trust 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 negligence in the performance of its duties, by reason of its reckless disregard of its obligations and duties under this Agreement or otherwise not acting in accordance with the standards set forth herein. h. The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and descriptions, periodic fund reportsreports and proxy voting policies, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions to be provided to purchasers in the secondary market. The Distributor will make it known in the brokerage community that Prospectuses and Statements of Additional Information and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information, marketing and advertising materials, and all other such materials provided by the Trust and its respective service providers. (d) i. The Distributor agrees to make available, at the Trust’s request, one or more members of its staff (including senior staff members) to attend, either via telephone or in person, Board attend meetings of the Board of Trustees of the Trust (the “Board” or “Board of Trustees”) in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of including, without limitation, annual Section 15(c) responses, a quarterly Distributor update report and such other reporting materials as may be requested by the TrustBoard or the Adviser for periodic review. j. The Distributor shall: (ei) Distributor shall review and approveapprove as principal all marketing and advertising materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder, or other applicable rules or regulation, or as otherwise reasonably requested by the Trust or Adviser; and (ii) use the NextShares proprietary internet-based marketing/advertising web portal (or such other/additional web portal made available by NextShares) (“Web Portal”). The parties anticipate that the uploading of marketing and advertising materials by Adviser, the review, comment and sign-off by Distributor, posting of FINRA comment and response letters and all other activities associated with the foregoing will generally occur through the Web Portal. All such marketing and advertising materials must be approved, in writing or via the Web Portal, by the Adviser and Distributor prior to use. In addition, the Distributor agrees that it shall use its best efforts to obtain from the Adviser, and the Trust agrees to use its best efforts to cause the Adviser to provide to the Distributor, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and advertising materials, including FINRA advertising rulescomment and response letters, in electronic format, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to make such materials available via the Trust’s investment adviser any comments provided by FINRA with respect to such materialsWeb Portal as soon as reasonably practicable after the effective date. (f) k. The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) l. The Distributor shall work daily: (i) with the Index Receipt Agent index receipt agent to review and approve accept or reject orders placed by Authorized Participants and transmitted to the Index Receipt AgentDistributor by the index receipt agent; and (ii) with the Custodian and/or index receipt agent to reconcile Fund shares; and (iii) undertake all such activities on a timely basis. (h) m. The Distributor shall operate a call center on behalf of the Trust and provide personnel at its offices that are acceptable to the Trust to respond to telephone inquiries from Trust shareholders and prospective shareholders during such times as mutually agreed, which shall be no less than standard business hours on the East coast. The Distributor shall keep records of shareholder telephone calls and correspondence and replies thereto, and of the lapse of time between receipt of such substantive telephone calls and correspondence and the making of replies. n. The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 ActAct unless any such records are earlier surrendered as provided below. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written requestrequest by the Trust or Adviser; provided, however, provided that Distributor may retain all such records, or if permissible, copies of all records that it is required to be maintained by Distributor maintain as a broker-dealer pursuant to applicable FINRA or and SEC rules and regulations. Records may be surrendered in either written or machine-readable form, at the option of the Trust or Adviser. Upon the reasonable request of the Trust or Adviser, copies of any such books and records shall be provided by the Distributor. The Distributor shall assist the Trust and its agents or, upon approval of the Trust, any regulatory or self-regulatory body, in any requested review of the Trust’s books and records, and reports by the Distributor, its independent accountants or other independent reviewer concerning its exchange traded products order processing system and such books, records, reports and system will be open to such entities for audit or inspection upon reasonable request. (j) o. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 1000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. p. The Distributor shall take reasonable steps to minimize service interruptions in the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Distributor’s control. The Distributor shall enter into and shall maintain in effect at all times during the term of this Agreement a business continuity plan, including internal systems or arrangements with appropriate parties making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Trust and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Upon reasonable request, the Distributor shall discuss with the Trust or the Trust’s Chief Compliance Officer any business continuity/disaster recovery plan of the Distributor and/or provide presentations regarding such plan. q. The Distributor shall at all times act in good faith and without willful misfeasance, gross negligence or bad faith and agrees to exercise the care and expertise of a leading provider of distribution services in carrying out the provisions of this Agreement and use all reasonable efforts (or such higher standard set forth herein) in performing the services under this Agreement. r. The Distributor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Trust from time to time, have no authority to act or represent the Trust in any way or otherwise be deemed an agent of the Trust. s. Functions or duties normally scheduled to be performed on any day which is not a Fund business day shall be performed on, and as of, the next business day, unless otherwise required by law.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser (the “Investment Adviser”) any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees shall exercise its best efforts lawfully and properly to serve as promote the principal underwriter sale of shares of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants broker-dealers that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability are members in good standing of the Transfer Agent/ Index Receipt Agent to accept Fund SecuritiesFinancial Industry Regulatory Authority, 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 approve any certain number of orders for Creation UnitsInc. (“FINRA”). (b) The Distributor agrees is, and shall do all things necessary to use commercially reasonable efforts continue to provide be, a broker-dealer in securities registered with the following services to Securities and Exchange Commission under the Trust with respect to the continuous distribution Securities Exchange Act of Creation Units of each Fund: (i) at the request 1934, a member in good standing of the TrustFINRA, and a licensed broker-dealer in the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus jurisdictions in which its activities require it to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agentbe so licensed. (c) The Distributor shall ensure enter into Selling Group Agreements with broker-dealer members of the FINRA selected by the Distributor, authorizing such broker-dealers to offer and sell shares of the Portfolio to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. The Distributor shall continue each such Selling Group Agreement in effect, or terminate it, upon its sole discretion. Such Selling Group Agreements shall provide that all direct requests to Distributor for Prospectuses, Statements the selected dealer shall act as principal and not as an agent of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilledthe Fund. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to Upon the Distributor’s services hereunder and receipt from broker-dealers that have entered into Selling Group Agreements with it of unconditional orders for such other purposes as may be requested by the Board purchase of Trustees shares of the TrustPortfolio, the Distributor will transmit such orders to the Fund (or to another agent of the Fund authorized by it in writing to receive such orders). In so doing, the Distributor will act solely as the agent of the Fund. (e) The Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) agrees that it will not directly or indirectly withhold orders for compliance with SEC and FINRA advertising rulesthe purchase of shares of the Portfolio or purchase shares of the Portfolio in anticipation of orders, and further agrees that in all its Selling Group Agreements with broker-dealers the Distributor will file all Marketing Materials required to filed with FINRArequire a similar contractual undertaking of the broker-dealer. The Distributor agrees to furnish pay the Fund, on a monthly basis, the amount of any net dilution resulting from the cancellation or reversal of a confirmed purchase or repurchase order for shares of the Portfolio resulting from the failure of a Selling Group member to settle the Trust’s investment adviser trade. All gains and losses realized each month from such “fails” shall be netted, and any comments provided by FINRA with respect net gain for a month shall be carried forward to such materialsoffset any net losses for any subsequent month in the same fiscal year of the Fund. (f) The Distributor shall not offer any Shares will print and shall not approve any creation or redemption order hereunder if and so long as the effectiveness distribute copies of the Registration Statement then Portfolio’s prospectuses as from time to time in effect under the Securities Act of 1933, as amended, and will prepare, print and distribute all advertising and sales literature relating to the Portfolio. The Distributor will not publicly distribute supplemental literature or any necessary amendments thereto advertising except such as shall be suspended lawful under any of the provisions of the 1933 Act or if state and so long as a current prospectus as required by Section 10 of the 1933 Act is not on federal securities laws and regulations. The Distributor agrees to file with the SEC; providedSecurities and Exchange Commission and/or the FINRA, howeverand with such other regulatory authorities as may be required, that nothing contained in this paragraph shall in copies of any way restrict advertisements, pamphlet, circular, form letter, or have any application other sales literature relating to the Portfolio or its shares, addressed to or bearing upon intended for distribution to prospective investors, within the Trust’s obligation time required by such regulatory authorities. The Distributor will furnish to redeem or repurchase the Fund at its principal office a copy of all such material prior to its use, and will not use any Shares from any shareholder in accordance with provisions of such material to which the Prospectus or Registration StatementFund reasonably and promptly objects. (g) The Distributor shall work maintain or retain a dealer service organization suitable to the promotion of the sale of shares of the Portfolio by the broker-dealers that have entered into Selling Group Agreements with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt AgentDistributor. (h) The Except with respect to sales and repurchases of shares of the Portfolio, the Distributor agrees shall act as principal in all matters relating to maintainpromotion of the growth of the Portfolio and shall enter into all of its engagements, agreements, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records contracts as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise principal on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsits own account. (ji) The Distributor agrees to maintain shall act in the performance of its duties hereunder in a manner that effects compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations with the current prospectus of the Federal Portfolio from time to time in effect under the Securities Act of 1933, the Declaration of Trust and the By-Laws (as defined in Rule 38a-1 of the 0000 Xxx) Fund, and with respect applicable laws and regulations of the United States and of the individual states within which the Distributor or the Fund may do business, or in which shares of the Portfolio are offered for sale, and will conduct its affairs with relation to the Distributor’s services under this AgreementFund, broker-dealers, and to provide any investors in accordance with the rules and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations regulations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesFINRA.

Duties of the Distributor. (a) The Trust grants to the Distributor agrees the exclusive right to serve as the principal underwriter of the Funds in connection with the review and approval of receive all Purchase and Redemption Orders orders for purchases of Creation Units of each Fund by Authorized from Participating Parties or DTC Participants that which have executed an Authorized a Participant Agreement ("Authorized Participants") and to transmit such orders to the Trust in accordance with the Distributor Registration Statement and Transfer Agent/ Index Receipt Agent. Nothing Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Trust to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each Fund: Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (ia) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for Agent in accordance with the purchase Registration Statement and redemption of Creation Units of Prospectus and in the Funds, form attached hereto as Exhibit A; (iib) the Distributor shall approve generate and maintain copies of transmit confirmations of purchases of Creation Unit purchase and redemption order acceptancesUnits to the purchaser; (iiic) upon request, the Distributor will make available shall deliver copies of the Prospectus to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (ivd) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Trust's Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (di) The Distributor agrees to make availableuse 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 the Trust’s request, one or more members of its staff to attend, either via telephone or following agreements in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder forms and for such other purposes as may be requested approved by the Board of Trustees of the Trust. , providing for activities which the Distributor deems reasonable and appropriate and which are primarily intended to result in the sale of such Creation Units: (eA) Distributor shall review selected or soliciting dealer agreements ("Soliciting Dealer Agreements") with registered broker-dealers and approve, prior to use, all Trust marketing materials (“Marketing Materials”) other eligible entities providing for compliance with SEC the purchase of Creation Units of Shares of the Funds and FINRA advertising rulesrelated promotional activities, and will file all Marketing Materials required to filed (B) investor services agreements ("Investor Services Agreements") with FINRA. The Distributor agrees to furnish broker-dealers or other financial institutions providing for broker-dealer, investor and stockholder support, account maintenance and educational and promotional services relating to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if facilitation through broker-dealers and so long as the effectiveness other persons of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any communications with beneficial owners of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application Shares. Pursuant to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, the Dealer Agreements and to provide the Investor Services Agreements, the Distributor shall facilitate the coordination of the performance of any marketing and all information with respect to the Compliance Programpromotional services, including without limitation, information advertising; the development and certifications with respect to material violations implementation of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.marketing

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing Agent and to transmit such orders to the Custodian and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each Fund: each (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the current Prospectus for each Fund, including any supplements thereto, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the Investment Adviser and the Board of Trustees of the Trust, the Agreement and Declaration of 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. (f) 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. (g) 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. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Investment Adviser, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Adviser. (m) The Distributor shall work with the Index Receipt Agent to review and approve accept or reject orders placed by Authorized Participants and transmitted to the Distributor by the Index Receipt Agent. (hn) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Investment Adviser of such event. (o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (jp) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Agent/Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Agent/Index Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and a Fund’s Prospectus. The Trust acknowledges that the Distributor shall not be obligated to approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus for the applicable Fund to purchasers of such Creation Units and, upon request, the Statement of Additional InformationInformation for the applicable Fund; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person., Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust sales and marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to the Trusta Fund’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares of a particular Fund and shall not approve any creation or redemption order of such Fund hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus Prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d31a- 1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (ji) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. (j) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Trust acknowledges and agrees that the Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received an authorized payment from the applicable Trust’s plan and (ii) such Plan been approved by the Client’s Board.

Duties of the Distributor. (a) The Distributor agrees is, and shall use its best efforts to serve as the principal underwriter continue to be, a member in good standing of the Funds in connection National Association of Securities Dealers, Inc. ("NASD"), a broker/dealer registered with the review Securities and approval Exchange Commission under the Securities Exchange Act of all Purchase 1934 and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with a broker/dealer licensed in the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability jurisdictions in which its activities on behalf of the Transfer Agent/ Index Receipt Agent Fund require it to accept Fund Securities, 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 approve any certain number of orders for Creation Unitsso licensed. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request shall not purchase any Shares except from or on behalf of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer AgentFund as agent. (c) The Distributor shall ensure that all direct requests to Distributor not directly or indirectly withhold orders for Prospectusesthe purchase of Shares, Statements purchase Shares in anticipation of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilledorders or accept conditional orders. (d) The Distributor agrees shall, to make availablethe extent it deems necessary in its sole discretion, at prepare, print and distribute advertising and sales literature relating to the Trust’s requestFund and the Shares and shall pay all costs incurred in connection therewith, one or more members including related travel, telephone and overhead expenses. Any dissemination by the Distributor of its staff such advertising and sales literature shall be in compliance with applicable Federal and state securities laws and regulations. The Distributor shall provide copies of such advertising and sales literature to attend, either via telephone or in person, Board meetings of the Trust Fund in order to provide information permit the Fund to timely file such advertising and sales literature with regard to the Distributor’s services hereunder Securities and for such Exchange Commission, the NASD and any other purposes regulatory authorities, as may be requested by required. The Distributor shall not use any such material to which the Board of Trustees of the TrustFund reasonably and promptly objects. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA Except with respect to such materialssales and repurchases of Shares, the Distributor shall act as principal in all matters relating to promotion of the Fund and shall enter into all of its engagements, agreements and contracts as principal on its own account. (f) The Distributor shall not offer any perform its duties and obligations hereunder in a manner that complies with the terms of the registration statement of the Trust filed with the Securities and Exchange Commission, as amended or supplemented 3 from time to time (the "Registration Statement"), the Declaration of Trust and the By-Laws of the Trust, the requirements of the 1940 Act and the securities laws and regulations of the United States and of the jurisdictions in which the Distributor does business or offers Shares on behalf of the Fund, and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder conduct its affairs in accordance with provisions the Rules of Fair Practice of the Prospectus NASD. Unless otherwise expressly provided or Registration Statementauthorized, the Distributor shall have no authority to act for or represent the Trust or the Fund in any way, or otherwise be deemed an agent of the Trust or the Fund. (g) The Distributor shall work maintain all books and records with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted respect to the Index Receipt AgentFund required by subparagraph (d) of Rule 3la-l under the 1940 Act. (h) The services provided by the Distributor agrees to maintainunder this Agreement are not exclusive, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required Distributor is free to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant engage in any other business and may render services similar to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required those provided hereunder to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Programother issuers, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trusteesother investment companies.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing Agent and to transmit such orders to the Custodian and Transfer Agent in accordance with the Registration Statement(s) and Prospectus(es); provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, Securities and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement Statement(s) and ProspectusProspectus(es). The Trust acknowledges that the Distributor shall not be obligated to approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement(s) and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the FundsFund(s), in accordance with the Registration Statement(s) and Prospectus(es); (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus(es), included in the Registration Statement(s), to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus(es). (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement(s) and Prospectus(es), the instructions of the Advisor and the Board of the Trust, the Declaration of 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement(s) and Prospectus(es), the offering price for all Creation Units 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(s) and Prospectus(es). (f) 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. (g) 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(s) or Prospectus(es) 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. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement Statement(s) then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus Prospectus(es) as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus Prospectus(es) or Registration StatementStatement(s). (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Advisor, consistent with applicable law and the Registration Statement(s) and Prospectus(es), to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Adviser. (m) The Distributor shall work provide an order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units, including without limitation: (i) generating and transmitting confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or in a timely fashion; (iv) confirming that Authorized Participants will not place trades that would raise their total holdings to 80% or more of any fund; (v) maintain along with the Index Receipt Agent Trust and its index receipt agent the right to review require and approve orders placed by rely upon information necessary to determine beneficial share ownership for purposes of the 80% determination or, in lieu of this, accept a certification from a Listing Exchange member firm or a member of such other exchange that the cost basis of the securities so deposited is essentially identical to their market value at the time of deposit; and (vi) maintaining a dedicated toll-free line for Authorized Participants to place share creation and transmitted to the Index Receipt Agentredemption orders. (hn) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Advisor of such event. (o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (jp) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesBoard.

Duties of the Distributor. (a) a. The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants that or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”)that have executed an Authorized a Participant Agreement (the “Authorized Participants”) , as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing Agent and to transmit such orders to the Custodian and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) b. The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each FundFund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) c. The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. d. All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the investment adviser and the Board of Trustees of the Trust, the Agreement and Declaration of 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 FINRA and the Listing Exchanges. e. Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. f. 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 maybe determined by the Trust. g. 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. h. The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. (d) i. The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information information, including reports, with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) j. The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) k. The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) 5.1 The Distributor shall order at the least the relevant Guaranteed Quantity for a Forecast Period until the last day of the Forecast Period. 5.2 The Distributor shall at all times use all reasonable efforts to advertise, promote, market and sell the Products in the Territory. 5.3 Before planning or commencing any major advertising or promotional activity or the Products in the Territory, the Distributor shall furnish to the Company a copy of such promotional materials for the Company's review. The Distributor agrees to serve as accept any changes recommended by the principal underwriter Company, provided that such changes are reasonable based on regulatory requirements and/or preservation of good will associated with the Company's Trade Mark. 5.4 The Distributor shall inform the Company in writing xxxry month of the Funds status of its business related with this Agreement and any other information it acquires that is likely to be a significant interest, use, or benefit to the Company, including but not limited to monthly shipped volumes, sales prices at which the Products were sold to End-Users, and new or continuing relationships with its customers (including the details of all contracts entered into with its customers in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants Product or foods or beverages containing the Product). 5.5 The Distributor shall insure that have executed an Authorized Participant Agreement the Product is sold or resold in good condition. 5.6 The Distributor shall not present the Product in a way that is inconsistent with the reality, by spreading unjustified and exaggerated opinions about the Product's quality, content, applications, effectiveness, granted attestations, country of origin, availability, etc. 5.7 The Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect not make any settlement offers or limit accept claim in connection with complaints regarding the right and ability Product sold in any way that is inconsistent with the terms of this Agreement. 5.8 The Distributor shall not directly or indirectly import, distribute, sell, advertise, market or promote the distribution in the Territory of any product for use in food or beverages that would compete or interfere with the sale of the Transfer Agent/ Index Receipt Agent to accept Fund SecuritiesProducts. 5.9 The Distributor shall not directly or indirectly (i) establish any branch, Deposit Securities, and related Cash Components through warehouse or distribution center outside the Clearing ProcessTerritory for the promotion, distribution, or sale of the Products, (ii) promote, distribute, or sell the Products outside the Territory, (iii) advertise or solicit customers outside the Territory if the Distributor knows, suspects, or has reason to know or suspect that the Products will be resold in or to any area outside the Territory. 5.10 In the event that the Distributor receives inquires from sources outside the Territory, the Distributor shall redirect or transfer such inquiries to the Company. 5.11 The Distributor shall at all times have under its control or in its possession such stocks of the Products as shall be sufficient in all respects to meet reasonably anticipated demands of the customers (both actual and as provided anticipated) for the Products in the Territory. The Distributor shall be responsible for all government approvals and authorizations for the distribution and sale of the products in accordance the Territory. 5.12 The Distributor shall be responsible for complying with any and all necessary or proper laws, rules, regulations, decrees and other applicable governmental or administrative procedures for the distribution and sale of the Products in the Territory. The Distributor shall be responsible for all government approvals and authorizations for the distribution and sale of the Products in the Territory. 5.13 The Distributor shall make all reasonable efforts to develop cholesterol reducing foods and beverages containing the Product which food and beverages should be suitable for the Taiwanese food and beverage market. 5.14 The Distributor shall maintain close marketing relationships with the Registration Statement customers so that their relevant needs and Prospectus. future plans are ascertained. 5.15 The Trust acknowledges that Distributor shall diligently respond to routine service inquiries from the customers either by telephone, fax, e-mail or in the field, including: (a) maintaining liaison with the customers; and (b) assisting the customers in the implementation of the Company's warranty for the Product. 5.16 The Distributor shall promptly draw to the attention of the Company any new or revised legislation, regulation or orders related to the food and beverage sector in the Territory when such legislation, regulation or orders comes to its attention. 5.17 Immediately after entering into any significant contract with the customers in connection with the Product or foods or beverages containing the Product (including, but not limited to, all contracts with a potential volume of one (1) Metric Ton or more of the Product for one (1) year), the Distributor shall inform the Company of the terms and conditions of such contract. 5.18 The Distributor shall maintain and coordinate, at it own cost, such technically competent sales, commercial and service staff to render satisfactory service to the customers of the Product and/or foods and beverages containing the Product. 5.19 In order to protect the Company's rights to the Product in its original form, the Distributor shall not be obligated to approve in any certain number way modify, adapt or develop quality, composition and/or designs of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services Products supplied by the Company to the Trust Distributor under this Agreement, without prior written consent of the Company. If so consented, the intellectual property rights (including, but not limited to, copyrights, design rights, rights in Trade Mark, know-how, and confidential information) in any sucx xxdifications, adaptations, or developments shall be jointly owned by the Company and the Distributor, with respect each Party having full rights of exploitation thereof independently of the other party, but the Distributor's such rights being limited to the continuous distribution of Creation Units of each Fund: (i) at the request of the TrustTerritory, and the Distributor shall enter into Authorized Participant Agreements between such deeds and among Authorized Participants, the Distributor documents and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of do such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes things as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review necessary to give full and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish proper effect to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services Company's rights under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of TrusteesClause 5.

Duties of the Distributor. (a) The Distributor agrees to serve act as the principal underwriter agent of the Funds Trust in connection with the review receipt and approval processing of all Purchase orders for purchases and Redemption Orders redemptions of Creation Units of each Fund by Authorized from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that have executed an Authorized a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing Agent and to transmit such orders to the Custodian and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent Custodian to accept Fund Securities, Deposit Securities, 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 approve accept any certain number of orders for Creation UnitsUnits and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to act as agent of the Trust with respect to the continuous distribution of Creation Units of each Fund: each (i) at the request of the Trust, the Distributor shall enter into Authorized selected or soliciting dealer participant agreements (“Participant Agreements Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall approve generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptancesacceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) upon request, the Distributor will make available shall deliver copies of the Prospectus Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, and upon request, request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the Investment Adviser and the Board of Trustees of the Trust, the Agreement and Declaration of 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 FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units 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. (f) 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. (g) 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. (h) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information and product descriptions 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 and product descriptions are available, including by (i) advising the Listing Exchanges 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 FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials. (di) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, attend Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust. (ej) The Distributor shall review and approveapprove all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (fk) The Distributor shall not offer any Shares and shall not approve accept any creation orders for the purchase or redemption order sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SECCommission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (gl) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall enter into selling and/or investor servicing agreements (“Sales and Investor Services Agreements”) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Investment Adviser, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Adviser. (m) The Distributor shall work provide an order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units, including without limitation: (i) generating and transmitting confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or in a timely fashion; (iv) confirming that Authorized Participants will not place trades that would raise their total holdings to 80% or more of any fund; (v) maintain along with the Trust and its Index Receipt Agent the right to review require and approve orders placed by rely upon information necessary to determine beneficial share ownership for purposes of the 80% determination or, in lieu of this, accept a certification from a Listing Exchange member firm or a member of such other exchange that the cost basis of the securities so deposited is essentially identical to their market value at the time of deposit; and (vi) maintaining a dedicated toll-free line for Authorized Participants to place share creation and transmitted to the Index Receipt Agentredemption orders. (hn) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Investment Adviser of such event. (o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (jp) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. You agree that: (a) The Distributor agrees You will furnish to serve the Fund any pertinent information required to be inserted with respect to you as the principal underwriter of Distributor within the Funds in connection with the review and approval purview of all Purchase applicable laws and Redemption Orders of Creation Units of each regulations in any reports or registrations required to be filed by the Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, 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 approve any certain number of orders for Creation Unitsgovernmental authority. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with You will not make any representations inconsistent in any material respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus then-current Prospectus, SAI, or Registration Statement. (c) You will maintain such records as may be reasonably required for the Fund or its transfer agent to respond to shareholder requests or complaints, and to permit the Fund to maintain proper accounting records, and you will make such records available to the Fund and its investor servicing agent upon request. (d) In performing your duties under this Agreement, you will comply with all requirements of the Prospectus and SAI and all applicable laws, rules and regulations (including the rules of FINRA) with respect to the offer, distribution, sale and purchase of Shares. (e) You will assist the Fund, the Fund’s administrator and/or custodian in any repurchase offers conducted by the Fund in a manner that is customary for distributors of closed-end funds similar to the Fund. (f) You will use the facilities, rules and procedures of the National Securities Clearing Corporation Fund Settlement, Entry and Registration Verification System (Fund/SERV System) for the payment for and delivery of Shares, or such other method or system mutually agreed upon in writing between us. (g) The Distributor You will have the right to enter into agreements with Selling Agents (substantially in the form pre-approved by the Fund’s Board of Trustees, including a majority of the Trustees who are not “interested persons” as defined by the Investment Company Act) deemed by you to be well positioned to (i) sell Shares and (ii) provide, or arrange for the provision of, services contemplated by this Agreement. Shares sold to Selling Agents shall work with be for resale by such Selling Agents only. Notwithstanding the Index Receipt Agent foregoing, you may enter into a selling agreement that is materially different than the pre-approved form only so long as you receive the prior written consent of the Fund’s Board of Trustees, including a majority of the Trustees who are not “interested persons” as defined by the Investment Company Act and the rules thereunder. Within the United States, you shall offer and sell Shares only to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agentsuch Selling Agents as are members in good standing of FINRA. (h) The Distributor agrees You will be responsible for any payments made to maintainSelling Agents as reimbursement for their expenses associated with payments of sales commissions to financial consultants. To the extent not reimbursed under Section 10 hereof, you will also bear the costs and preserve expenses of preparing, printing and distributing any other literature used by you or furnished by you for use by you or the periods prescribed by Rule 31a-2 under Selling Agents in connection with the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under offering of the 1940 Act. The Distributor agrees that all records which it maintains pursuant shares for sale to the 1940 Act for the Trust shall at all times remain the property public and expenses of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all advertising incurred by you in connection with such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulationsoffering. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase purchase and Redemption Orders redemption orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securitiesfund securities, Deposit Securitiesdeposit securities, and related Cash Components 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 approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to the Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) The Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, rules and will file all Marketing Materials required to be filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Transfer Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that the Distributor may retain all such records required to be maintained by the Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. The Distributor will, to the extent legally permissible, promptly forward any complaints concerning the Trust received by the Distributor to the Trust, assist in resolving such complaints to the extent these relate to the Distributor’s responsibilities as the distributor for the Funds and maintain a log of such complaints to the extent required by applicable law. (k) The Distributor agrees to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement.