Common use of Duties of the Trust Clause in Contracts

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by or at the direction of the Trust.

Duties of the Trust. (a) The Trust Trust, itself or through its service providers, agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Instruments and in accordance Cash Amount (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will annually take all actions necessary to register an indefinite number of Shares of each relevant Fund under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of all semi-annual reports and audited annual audited reports of the Trust’s books and accounts made by the independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust Trust, itself or its administrator, shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust or its administrator that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees shall take, from time to createtime, issuebut subject always to any necessary approval of the Board of Trustees of the Trust (each a “Trustee,” and together the “Board”) or of its shareholders, and redeem Creation Units all necessary action to fix the number of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice authorized Shares, to the Distributor and in accordance with the procedures described in the Prospectus, end that the Trust reserves will have a number of authorized but unissued Shares at least equal to the right number of Shares registered for sale under the Securities Act and available for sale pursuant to reject any order for Creation Units or to stop all receipts of such orders at any timethe Registration Statement. (b) For purposes of the ATM offerings of Shares, the Trust will furnish to the Distributor copies of its most recent amendment to its Registration Statement for a particular ATM offering, its most recent Prospectus and all amendments and supplements thereto, and other documentation the Distributor may reasonably request for use in the ATM offerings of Shares. The Distributor is authorized to furnish to prospective investors only such information concerning the Trust agrees that it will take all actions necessary to register an indefinite number and the ATM offerings of Shares under as may be contained in the 1933 ActRegistration Statement, the Prospectus, the Trust’s publicly available formation documents, or any other documents (including sales material), if expressly approved by the Trust for such purpose. (c) The Trust will make available shall furnish to the Distributor such number copies of copies as all financial statements of the Trust which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with its duties hereunder, and this shall include, upon request by the distribution Distributor, one certified copy of Creation Unitsall financial statements prepared for the Trust by independent public accountants. (d) The Trust shall inform Distributor use its best efforts to qualify and maintain, to the extent required by applicable law, the qualification of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify of such jurisdictions as the Distributor and the Trust may approve. Any such qualification may be withheld, terminated or withdrawn by the Trust at any time in its discretion. The expense of any change in this informationqualification and maintenance of qualification shall be borne by the Trust. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 activities as may be determined required by the TrustTrust in connection with such qualification. (e) The Trust shall arrange to provide will furnish, in reasonable quantities upon request by the Listing Exchanges with Distributor, copies of Prospectuses, Statements of Additional Information, its annual and product descriptions to be provided to purchasers in the secondary marketinterim reports. (f) The Trust will make furnish the Distributor with such other documents as it known that Prospectuses and Statements may reasonably require, from time to time, for the purpose of Additional Information and product descriptions are available enabling it to perform its duties as contemplated by making sure such disclosures are in all marketing and advertising materials prepared by the Trustthis Agreement.

Duties of the Trust. (a) ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (b) The Trust agrees to create, issue, and redeem Creation Units on behalf of each Fund agrees to issue Creation Unit aggregations of Shares of such Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to prospectus in such amounts as ALPS has requested through the Distributor transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to ALPS, in accordance with the provisions of the Prospectus. (bc) The Trust on behalf of each Fund agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) 0000 Xxx. The Trust will shall make available to the Distributor ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as Distributor ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of any the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which the Trust has filed notice filings for Shares Creation Units of a Fund are authorized for sale under the securities laws thereof and shall promptly notify the Distributor ALPS of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to receive, review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to receive, review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, sell its Shares so long as it has Shares available for sale and to cause its Dividend and Transfer Agent to issue, if requested by the purchaser, certificates for Shares, registered in such names and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to amounts as the Distributor and has requested in accordance with the procedures described in the Prospectuswriting, as promptly as practicable after receipt by the Trust reserves of the right to reject any order for Creation Units or to stop all receipts purchase price therefor and thereof and written request of such orders at any timethe Distributor therefor. (b) The Trust agrees that it will take all actions necessary shall keep the Distributor fully informed with regard to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available its affairs and shall furnish to the Distributor such number copies of copies as all information, financial statements and other papers which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares of the Trust. This shall include, without limitation, one certified copy of all financial statements of the Trust prepared by independent accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as the Distributor may request. The Trust shall cooperate fully in the efforts of the Distributor to arrange for the sale of the Shares and in the performance of the Distributor under this Agreement. (c) The Trust agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there may be no untrue statement of a material fact in a Registration Statement or Prospectus, or necessary in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein, in light of the circumstances under which they were made, misleading. (d) The Trust shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Trust has filed notice filings for an appropriate number of its Shares for sale under the securities laws thereof and shall promptly notify of such states as the Distributor and the Trust may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Trust as a broker or dealer in such states; provided that the Trust shall not be required to amend the Declaration of Trust or its By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in this informationany state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation, business trust or similar entity in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 activities as may be determined required by the TrustTrust in connection with such qualifications. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units issue Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or by other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite purchase price and in accordance with acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units Shares or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports all information, financial statements and annual audited reports of other papers that the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) Shares. The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges Distributor that the Registration Statement and Prospectus filed by the Trust with copies the Commission with respect to the Trust have been prepared in conformity with the requirements of Prospectusesthe 1933 Act, Statements the 1940 Act and the rules and regulations of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) Commission thereunder. The Trust will make it known that Prospectuses notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and Statements any stop order suspending the effectiveness of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustRegistration Statement.

Duties of the Trust. (a) ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (b) The Trust agrees to create, issue, issue Creation Unit aggregations of Shares of the Trust and redeem Creation Units to request The Depository Trust Company to record on its books the ownership of each Fund such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to prospectus in such amounts as ALPS has requested through the Distributor transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the registration statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to ALPS, in accordance with the provisions of the prospectus. (bc) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) 1000 Xxx. The Trust will shall make available to the Distributor ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as Distributor ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of any the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Creation Units of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor ALPS of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

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

Duties of the Trust. (a) ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (b) The Trust agrees to create, issue, issue Creation Unit aggregations of Shares of the Funds and redeem Creation Units to request The Depository Trust Company to record on its books the ownership of each Fund such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to prospectus in such amounts as ALPS has requested through the Distributor transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by a Fund of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to ALPS, in accordance with the provisions of the Prospectus. (bc) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) 1000 Xxx. The Trust will shall make available to the Distributor ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as Distributor ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of any the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Creation Units of the Trust has filed notice filings for Shares Funds are authorized for sale under the securities laws thereof and shall promptly notify the Distributor ALPS of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) Product Description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s 's books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information which the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges Distributor that the Registration Statement and Prospectus filed by the Trust with copies the Commission with respect to the Trust have been prepared in conformity with the requirements of Prospectusesthe 1933 Act, Statements the 1940 Act and the rules and regulations of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) Commission thereunder. The Trust will make it known notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and any stop order suspending the effectiveness of the Registration Statement; provided, however, that Prospectuses and Statements nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of Additional Information and product descriptions are available by making sure whatever character, as the Trust may deem advisable, such disclosures are right being in all marketing respects absolute and advertising materials prepared by the Trustunconditional.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) Product Description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information which the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges Distributor that the Registration Statement and Prospectus filed by the Trust with copies the Commission with respect to the Trust have been prepared in conformity with the requirements of Prospectusesthe 1933 Act, Statements the 1940 Act and the rules and regulations of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) Commission thereunder. The Trust will make it known notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and any stop order suspending the effectiveness of the Registration Statement; provided, however, that Prospectuses and Statements nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of Additional Information and product descriptions are available by making sure whatever character, as the Trust may deem advisable, such disclosures are right being in all marketing respects absolute and advertising materials prepared by the Trustunconditional.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies of its then currently effective Prospectus, or any supplement, as the Distributor require to meet its obligations hereunder or as it may otherwise reasonably request. The Trust will furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges Distributor that the Registration Statement and Prospectus filed by the Trust with copies the Commission with respect to the Trust have been prepared in conformity with the requirements of Prospectusesthe 1933 Act, Statements the 1940 Act and the rules and regulations of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) Commission thereunder. The Trust will make it known that Prospectuses notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and Statements any stop order suspending the effectiveness of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustRegistration Statement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the ProspectusProspectus for the applicable Fund. Upon reasonable notice to the Distributor and in accordance with the procedures described in the ProspectusProspectus for the applicable Fund, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust Trust, on behalf of each Fund, will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trusteach Fund’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses Prospectuses, and Statements of Additional Information and product descriptions if available, Summary Prospectuses, are available obtainable by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

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

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Prospectuses (including summary prospectuses) and Statements of Additional Information, and product descriptions Information to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by or at the direction of the Trust.

Duties of the Trust. (a) 2.1 The Trust agrees to create, issue, pay all costs and redeem Creation Units of each Fund expenses in accordance connection with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number registration of Shares under the 1933 Act, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that nothing contained herein shall be deemed to require the Trust to pay any costs of advertising or marketing the sale of Shares. (c) 2.2 The Trust will make available agrees to execute any and all documents and to furnish any and all information and otherwise to take any other actions that may be reasonably necessary in the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports discretion of the Trust’s books 's officers in connection with the qualification of Shares for sale in such states and accounts made by independent public accountants regularly retained by other U.S. jurisdictions as the TrustFund may approve and designate to you from time to time, and (iii) the Trust agrees to pay all expenses that may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a securities broker or dealer under state or Federal laws and, except as otherwise specifically provided in this Agreement, all other publicly available information expenses incurred by you in connection with the sale of Shares as contemplated in this Agreement. 2.3 The Trust shall furnish you from time to time, for use in connection with the distribution sale of Creation Units. Shares, such information reports with respect to the Fund and the Shares as you may reasonably request, all of which shall be signed by one or more of the Trust's duly authorized officers; and the Trust warrants that the statements contained in any such reports, when so signed by the Trust's officers, shall be true and correct. The Trust also shall furnish you upon request with (a) the reports of the annual audits of the financial statements of the Trust made by independent certified public accountants retained by the Trust for such purpose; (b) semi-annual unaudited financial statements pertaining to the Fund; (c) quarterly earnings statements prepared by the Trust for the Fund; (d) The Trust shall inform Distributor a monthly itemized list of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. Fund's portfolio; (e) The Trust shall arrange to provide monthly balance sheets as soon as practicable after the Listing Exchanges with copies end of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. each month; (f) The Trust will make it known that Prospectuses the current net asset value and Statements offering price per share for the Fund on each day such net asset value is computed and (g) from time to time such additional information regarding the financial condition of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustFund as you may reasonably request.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. Upon request by the Trust, the Distributor shall provide the Trust with information and materials regarding its business to the extent necessary to complete such filings. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a1) The Trust agrees shall keep ACC fully informed of its affairs that impact this Agreement and shall provide to createACC from time to time copies of all information, issuefinancial statements, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees other papers that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor ACC may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountant and such reasonable number of copies if the most current Prospectus, Statement of Additional Information (“SAI”), and annual and interim reports as ACC may request, and the Trust shall fully cooperate in the efforts of ACC to sell and arrange for the sale of Shares. (d2) The Trust shall inform Distributor maintain a currently effective Registration Statement on Form N-1A with the Securities and Exchange Commission (the “SEC”), maintain qualification with applicable states and file such reports and other documents as may be required under applicable federal and state laws. The Trust shall notify ACC in writing of any such jurisdictions the states in which the Trust has filed notice filings for Shares for sale under the securities laws thereof may be sold and shall promptly notify the Distributor ACC in writing of any change in this changes to such information. The Distributor Trust shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that bear all expenses related to preparing and typesetting such sale or sales were unauthorized at the time of Prospectuses, SAI and other materials required by law and such sale or sales. The Distributor acknowledges other expenses, including printing and agrees that the Trust reserves the right mailing expenses, related to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 Trustcommunication with persons who are shareholders. (e3) The Trust shall arrange not use any advertisements or other sales materials that have not been (i) submitted to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional InformationACC for its review and approval, and product descriptions to be provided to purchasers in (ii) filed with the secondary marketappropriate regulators. (f4) The Trust will represents and warrants that its Registration Statement and any advertisements and sales literature (excluding statements relating to ACC and the services it provides that are based upon written information furnished by ACC expressly for inclusion therein) of the Trust shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make it known the statements therein not misleading, and that Prospectuses all statements or information furnished to ACC, pursuant to Section 3 hereof, shall be true and Statements of Additional Information and product descriptions are available by making sure such disclosures are correct in all marketing and advertising materials prepared by the Trustmaterial respects.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports all information, financial statements and annual audited reports of other papers, which the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information Distributor may reasonably request for use in connection with the distribution of Creation Units. (c) The Trust represents to the Distributor that the Registration Statement and Prospectus filed by the Trust with the Commission with respect to the Trust have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the Commission thereunder. The Trust will notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and any stop order suspending the effectiveness of the Registration Statement. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify agrees to provide the Distributor of with any change in this information. The Distributor shall not be liable information necessary for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority comply, with respect to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Trust, it is with applicable Federal Securities Laws (as defined in the best interests Rule 38a-1 of the Trust to do so. Suspension will continue for such period 1940 Act), state securities laws, FINRA rules and regulations and any other self-regulatory organization rules and regulations and the Compliance Program, including its Written Supervisory Procedures, as may be determined by the Trustamended from time to time. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust Trust, itself or though its service providers, agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus prospectus and Statement statement of Additional Information additional information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports all information, financial statements and annual audited reports of other papers which the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges Distributor that the Registration Statement and Prospectus filed by the Trust with copies the Commission with respect to the Trust have been prepared in conformity with the requirements of Prospectusesthe 1933 Act, Statements the 1940 Act and the rules and regulations of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) Commission thereunder. The Trust will make it known that Prospectuses notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and Statements any stop order suspending the effectiveness of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustRegistration Statement.

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

Duties of the Trust. (a) ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (b) The Trust agrees to create, issue, issue Creation Unit aggregations of Shares of the Funds and redeem Creation Units to request The Depository Trust Company to record on its books the ownership of each Fund such Shares in accordance with the book-entry system procedures described in a Fund’s prospectus, as amended/updated by the Prospectus. Upon reasonable notice Trust from time to time, in such amounts as ALPS has requested through the Distributor transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by a Fund of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Trust’s registration statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to ALPS, in accordance with the provisions of the prospectus. (bc) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) 0000 Xxx. The Trust will shall make available to the Distributor ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as Distributor ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of any the Shares for sale in such states as ALPS, upon direction from the Trust or a Fund’s investment adviser, may designate. The Trust will keep ALPS informed of the jurisdictions in which Creation Units of the Trust has filed notice filings for Shares Funds are authorized for sale under the securities laws thereof and shall promptly notify the Distributor ALPS of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Baskets (together with any fees) and acceptance of such order, upon the terms described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized unauthorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) a. The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the index receipt agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) b. The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized unauthorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (b) The Trust agrees to create, issue, issue Creation Unit aggregations of Shares of the Fund(s) and redeem Creation Units to request The Depository Trust Company to record on its books the ownership of each Fund such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to prospectus in such amounts as ALPS has requested through the Distributor transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to ALPS, in accordance with the provisions of the Prospectus. (bc) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) 0000 Xxx. The Trust will shall make available to the Distributor ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as Distributor ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of any the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Creation Units of the Trust has filed notice filings for Shares Fund(s) are authorized for sale under the securities laws thereof and shall promptly notify the Distributor ALPS of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) a. The Trust agrees shall keep RCM fully informed of its affairs that impact this Agreement and shall provide to createRCM from time to time copies of all information, issuefinancial statements, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees other papers that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor RCM may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountant and such reasonable number of copies if the most current Prospectus, Statement of Additional Information (“SAI”), and annual and interim reports as RCM may request, and the Trust shall fully cooperate in the efforts of RCM to sell and arrange for the sale of Shares. (d) b. The Trust shall inform Distributor maintain a currently effective Registration Statement on Form N-1A with the Securities and Exchange Commission (the “SEC”), maintain qualification with applicable states and file such reports and other documents as may be required under applicable federal and state laws. The Trust shall notify RCM in writing of any such jurisdictions the states in which the Trust has filed notice filings for Shares for sale under the securities laws thereof may be sold and shall promptly notify the Distributor RCM in writing of any change in this changes to such information. The Distributor Trust shall bear all expenses related to preparing and typesetting such Prospectuses, SAI and other materials required by law and such other expenses, including printing and mailing expenses, related to the Trust’s communication with persons who are shareholders. c. The Trust shall not be liable use any advertisements or other sales materials that have not been (i) submitted to RCM for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to its review and approve orders approval, and (ii) filed with the appropriate regulators. d. The Trust represents and warrants that its Registration Statement and any advertisements and sales literature (excluding statements relating to RCM and the services it provides that are based upon written information furnished by RCM expressly for Creation Units on behalf inclusion therein) of the Trust. Upon due notice to the Distributor, the Trust shall suspend not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Informationstatements therein not misleading, and product descriptions that all statements or information furnished to RCM, pursuant to Section 3 hereof, shall be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses true and Statements of Additional Information and product descriptions are available by making sure such disclosures are correct in all marketing and advertising materials prepared by the Trustmaterial respects.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units sell Shares of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, its Funds so long as it has Shares available for sale except that the Trust expressly reserves and shall have the right to reject limit the class or classes of persons to whom shares of any order for Creation Units or to stop all receipts of such orders at any timeFund may be sold. (b) The Trust agrees that it will take all actions necessary shall keep the Distributor fully informed with regard to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available its affairs and shall furnish to the Distributor such number copies of copies as all information, financial statements and other papers which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares of the Funds. This shall include, without limitation, one certified copy of all financial statements of the Funds prepared by independent public accountants and such reasonable number of copies of a Fund's most current Prospectus, the Statement of Additional Information and annual and interim reports as the Distributor may request. The Trust shall cooperate fully in the efforts of the Distributor to arrange for the sale of Shares of the Funds in the performance by the Distributor of its duties under this Contract. (c) The Trust shall take, from time to time, all necessary action to register the Shares of the Funds under the 1933 Act, including payments of the related filing fees, so that there will be available for sale such number of Shares of the Funds as the Distributor may be expected to sell. The Trust agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there may be no untrue statement of a material fact in the Registration Statement or Prospectus of a Fund, or necessary in order that there may be no omission to state a material fact in the Registration Statement or Prospectus of a Fund which omission would make the statements therein, in light of the circumstances under which they were made, misleading. (d) The Trust shall inform Distributor use its best efforts to take all appropriate actions, including, without limitation, the filing of any such jurisdictions in which notices, as may be required to permit the sale of the Shares of the Funds and the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify in such states as the Distributor shall designate, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of any change the Trust as a broker-dealer in this informationsuch states. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 activities as may be determined requested by the TrustTrust in connection with such qualifications. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (b) The Trust agrees to create, issue, issue Creation Unit aggregations of Shares of the Trust and redeem Creation Units to request The Depository Trust Company to record on its books the ownership of each Fund such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to prospectus in such amounts as ALPS has requested through the Distributor transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the registration statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to ALPS, in accordance with the provisions of the prospectus. (bc) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will shall make available to the Distributor ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as Distributor ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of any the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Creation Units of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor ALPS of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. The Trust has furnished or will furnish the Advisor with copies of each of the following documents and will furnish to the Advisor at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (a1) The Trust agrees to createTrust's Declaration of Trust, issue, and redeem Creation Units of each Fund in accordance as filed with the procedures described Commonwealth of Massachusetts, as in effect on the Prospectus. Upon reasonable notice date hereof and as amended from time to time; (2) The By-Laws of the Trust as in effect on the date hereof and as amended from time to time; (3) Certified resolutions of the Board of Trustees of the Trust and the initial shareholder of the Funds authorizing the appointment of the Advisor and approving this Agreement; (4) The Trust's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the Securities and Exchange Commission ("SEC") relating to the Distributor Funds and in accordance all amendments to such Registration Statement ("Registration Statement"); (5) The Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the procedures described in the Prospectus, the Trust reserves the right SEC and any amendments to reject any order for Creation Units or to stop all receipts such Notification of such orders at any time.Registration; (b6) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Trust's Prospectus and Statement of Additional Information Information, as currently in effect and product descriptionas amended or supplemented from time to time; (7) Copies of any publicly available financial statement or report prepared for the Trust by certified or independent public accountants, (ii) and copies of semi-annual any financial statements or reports and annual audited reports made by the Funds to shareholders or to any governmental body or securities exchange; (8) A copy of each of the Trust’s books following Fund documents: Code of Ethics, liquidity procedures, cross-trade procedures, repurchase agreement procedures, directed brokerage procedures, 10f-3, 17a-7 and accounts made by independent public accountants regularly retained by 17e-1 procedures, any SEC exemptive orders applicable to the Trust, Fund and (iii) such other publicly available information for use in connection procedures of the Fund that may affect the duties of the Advisor with respect to the distribution of Creation Units. (d) Fund; and The Trust shall inform Distributor of furnish the Advisor with any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no further documents, materials or information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right Advisor may reasonably request to suspend sales and Distributor’s authority enable it to review and approve orders for Creation Units on behalf of the Trust. Upon due notice perform its duties pursuant to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 Trustthis Agreement. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issueshall be responsible for all fees and expenses relating to, and redeem Creation Units for using its best efforts to effect, the execution of each Fund documents, the provision of information, the amendment of the Trust’s Registration Statement and all other actions that may be necessary in accordance connection with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number registration of Shares under the 1933 Act and of the Trust under the 1940 Act. (b) The Trust shall use its best efforts to notify such states as the Distributor and the Trust may approve of its intention to sell any appropriate number of its Shares; provided that the Trust shall not be required to amend its Declaration of Trust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. Any such notification may be withheld, terminated or withdrawn by the Trust at any time in its discretion. c) The Trust will make available shall, at its expense, keep the Distributor fully informed with regard to its affairs and in connection therewith shall furnish to the Distributor such number copies of copies as all information, financial statements and other papers which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares, including such reasonable number of copies of its prospectus and annual and interim reports as the Distributor may request and shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Shares and in the performance of the Distributor under this Agreement. (d) The Trust shall inform agrees to advise the Distributor as promptly as is reasonably practicable of any stop order issued by the SEC that suspends the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose. Should such jurisdictions in which a stop order be issued by the SEC, no Shares shall be offered by either the Distributor or the Trust has filed notice filings under any of the provisions of this Agreement and no orders for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the purchase or sale of Shares in authorized jurisdictions where the Distributor had no information from hereunder shall be accepted by the Trust that such sale or sales were unauthorized at for as long as (i) the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf effectiveness of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment Registration Statement or any necessary amendments thereto is suspended under any of the Trust, it is in the best interests provisions of the Trust to do so. Suspension will continue for such period 1933 Act, and/or (ii) a current prospectus, as may be determined required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained herein shall in any way restrict or have any bearing on the Trust. (e) The Trust shall arrange ’s obligation to provide process redemption orders and repurchase Shares from any shareholder in accordance with the Listing Exchanges with copies provisions of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by Funds’ Registration Statement or the Trust’s Declaration of Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust, to the extent required by applicable law.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports all information, financial statements and annual audited reports of other papers, which the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (c) The Trust represents to the Distributor acknowledges and agrees that the Registration Statement and Prospectus filed by the Trust reserves with the right Commission with respect to suspend sales the Trust have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act and Distributor’s authority the rules and regulations of the Commission, except with respect to review information included or omitted in reliance upon and approve orders for Creation Units in conformity with information furnished to the Trust by or on behalf of the TrustDistributor. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and Statements any stop order suspending the effectiveness of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustRegistration Statement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies of its then currently effective Prospectus, or any supplement, as the Distributor requires to meet its obligations hereunder or as it may otherwise reasonably request. The Trust will furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges Distributor that the Registration Statement and Prospectus filed by the Trust with copies the Commission with respect to the Trust have been prepared in conformity with the requirements of Prospectusesthe 1933 Act, Statements the 1940 Act and the rules and regulations of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) Commission thereunder. The Trust will make it known that Prospectuses notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and Statements any stop order suspending the effectiveness of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustRegistration Statement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. Upon request by the Trust, the Distributor shall provide the Trust with information and materials regarding its business to the extent necessary to complete such filings. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (b) The Trust agrees to create, issue, issue Creation Unit aggregations of Shares of the Trust and redeem Creation Units to request The Depository Trust Company to record on its books the ownership of each Fund such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to prospectus in such amounts as ALPS has requested through the Distributor transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the registration statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to ALPS, in accordance with the provisions of the prospectus. (bc) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) 0000 Xxx. The Trust will shall make available to the Distributor ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as Distributor ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of any the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Creation Units of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor ALPS of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees shall take, from time to createtime, issuebut subject always to any necessary approval of the board of trustees of the Trust (the “Board”) or of its shareholders, all necessary action to fix the number of authorized Shares and redeem Creation Units of each Fund in accordance with such steps as may be necessary to register the procedures described in same under the Prospectus. Upon reasonable notice Securities Act, to the end that there will be available for sale such number of Shares as the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right reasonably may be expected to reject any order for Creation Units or to stop all receipts of such orders at any timesell. (b) The Trust agrees that it will take furnish to the Distributor copies of its most recent amendment to its Registration Statement, its most recent Prospectus and all actions necessary amendments and supplements thereto, and the Subscription Agreement, if any, and other documentation the Distributor may reasonably request for use in connection with the continuous offering of Shares. The Distributor is authorized to register an indefinite number of Shares under furnish to prospective investors only such information concerning the 1933 ActTrust and the offering as may be contained in the Registration Statement, the Prospectus, the Trust’s formation documents, or any other documents (including sales material) approved in writing by the Trust expressly for use with prospective investors. (c) The Trust will make available shall furnish to the Distributor such number copies of copies as all financial statements of the Trust which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with its duties hereunder, and this shall include, upon request by the distribution Distributor, one certified copy of Creation Unitsall financial statements prepared for the Trust by independent public accountants. (d) The Trust shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Trust has filed notice filings for an appropriate number of its Shares for sale under the securities laws thereof and shall promptly notify of such jurisdictions as the Distributor and the Trust may approve; provided that the Trust shall not be required to amend its Declaration of Trust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of the Shares in this informationany state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of the Shares. Any such qualification may be withheld, terminated or withdrawn by the Trust at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Trust. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 activities as may be determined required by the TrustTrust in connection with such qualification. (e) The Trust shall arrange to provide will furnish, in reasonable quantities upon request by the Listing Exchanges with Distributor, copies of Prospectuses, Statements of Additional Information, its annual and product descriptions to be provided to purchasers in the secondary marketinterim reports. (f) The Trust will make furnish the Distributor with such other documents as it known that Prospectuses and Statements may reasonably require, from time to time, for the purpose of Additional Information and product descriptions are available enabling it to perform its duties as contemplated by making sure such disclosures are in all marketing and advertising materials prepared by the Trustthis Agreement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the ProspectusProspectus and Statement of Additional Information. Upon reasonable notice to the Distributor and in accordance with the procedures described in the ProspectusProspectus and Statement of Additional Information , the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product descriptionInformation, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized unauthorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees shall keep RCM fully informed of its affairs and shall provide to createRCM from time to time copies of all information, issuefinancial statements, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees other papers that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor RCM may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountant and such reasonable number of copies of the most current Prospectus, Statement of Additional Information ("SAI"), and annual and interim reports as RCM may request, and the Trust shall fully cooperate in the efforts of RCM to sell and arrange for the sale of Shares. (b) The Trust shall maintain a currently effective Registration Statement on Form N-1A with the Securities and Exchange Commission (the "SEC"), maintain qualification with applicable states and file such reports and other documents as may be required under applicable federal and state laws. The Trust shall notify RCM in writing of the states in which the Shares may be sold and shall notify RCM in writing of any changes to such information. The Trust shall bear all expenses related to preparing and typesetting such Prospectuses, SAI and other materials required by law and such other expenses, including printing and mailing expenses, related to the Trust's communication with persons who are shareholders. (c) The Trust shall not use any advertisements or other sales materials that have not been (i) submitted to RCM for its review and approval, and (ii) filed with the appropriate regulators. (d) The Trust shall inform Distributor represents and warrants that its Registration Statement and any advertisements and sales literature (excluding statements relating to RCM and the services it provides that are based upon written information furnished by RCM expressly for inclusion therein) of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Informationstatements therein not misleading, and product descriptions that all statements or information furnished to RCM, pursuant to Section 3(a) hereof, shall be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses true and Statements of Additional Information and product descriptions are available by making sure such disclosures are correct in all marketing and advertising materials prepared by the Trustmaterial respects.

Duties of the Trust. (a) a. The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) b. The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) c. The Trust will make available to the Distributor such number of copies as the Distributor may reasonably request of of: (i) its Its then currently effective Prospectus and Statement of Additional Information and product description, ; (ii) copies Copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and ; and (iii) such Such other publicly available information for use in connection with the distribution of Creation Units. (d) d. The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . e. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) f. The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) g. The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (b) The Trust agrees to create, issue, issue Creation Unit aggregations of Shares of the Trust and redeem Creation Units to request The Depository Trust Company to record on its books the ownership of each Fund such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to prospectus in such amounts as ALPS has requested through the Distributor transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to ALPS, in accordance with the provisions of the Prospectus. (bc) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) 0000 Xxx. The Trust will shall make available to the Distributor ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as Distributor ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of any the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Creation Units of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor ALPS of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized unauthorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

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

Duties of the Trust. (a1) The Trust agrees shall keep ACC fully informed of its affairs that impact this Agreement and shall provide to createACC from time to time copies of all information, issuefinancial statements, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees other papers that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor ACC may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountant and such reasonable number of copies if the most current Prospectus, Statement of Additional Information (“SAI”), and annual and interim reports as ACC may request, and the Trust shall fully cooperate in the efforts of ACC to sell and arrange for the sale of Shares. (d2) The Trust shall inform Distributor maintain a currently effective Registration Statement on Form N-1A with the Securities and Exchange Commission (the “SEC”), maintain qualification with applicable states and file such reports and other documents as may be required under applicable federal and state laws. The Trust shall notify ACC in writing of any such jurisdictions the states in which the Trust has filed notice filings for Shares for sale under the securities laws thereof may be sold and shall promptly notify the Distributor ACC in writing of any change in this changes to such information. The Distributor Trust shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that bear all expenses related to preparing and typesetting such sale or sales were unauthorized at the time of Prospectuses, SAI and other materials required by law and such sale or sales. The Distributor acknowledges other expenses, including printing and agrees that the Trust reserves the right mailing expenses, related to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 Trustcommunication with persons who are shareholders. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f3) The Trust will undertake such advertising and promotion as it believes is reasonable in connection with its efforts to sell Shares and the Trust and/or the RIA shall not use any advertisements or other sales materials that have not, to the extent required by the 1934 Act, the 1940 Act or FINRA rules been (i) submitted to ACC for its review and approval; and (ii) filed with appropriate regulators. (4) The Trust represents and warrants that its Registration Statement and any advertisements and sales literature (excluding statements relating to ACC and the services it provides that are based upon written information furnished by ACC expressly for inclusion therein) of the Trust shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make it known the statements therein not misleading, and that Prospectuses all statements or information furnished to ACC, pursuant to Section 3 hereof, shall be true and Statements of Additional Information and product descriptions are available by making sure such disclosures are correct in all marketing and advertising materials prepared by the Trustmaterial respects.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports all information, financial statements and annual audited reports of other papers, which the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges Distributor that the Registration Statement and Prospectus filed by the Trust with copies the Commission with respect to the Trust have been prepared in conformity with the requirements of Prospectusesthe 1933 Act, Statements the 1940 Act and the rules and regulations of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) Commission thereunder. The Trust will make it known that Prospectuses notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and Statements any stop order suspending the effectiveness of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustRegistration Statement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each ETF Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. In addition, the Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized unauthorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the each ETF Fund’s Listing Exchanges Exchange with copies of Prospectuses, Statements of Additional Information, and product descriptions the Prospectus to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure including such disclosures are in all marketing and advertising materials prepared by the TrustMarketing Materials with respect to a Fund.

Duties of the Trust. (a) ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (b) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to prospectus in such amounts as ALPS has requested through the Distributor transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Trust reserves the right to Registration Statement. A Fund may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to ALPS, in accordance with the provisions of the Prospectus. (bc) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) 0000 Xxx. The Trust will shall make available to the Distributor ALPS, at ALPS’ expense, such number of copies of the Funds’ prospectuses, statements of additional information, and periodic reports as Distributor ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of any the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Creation Units of the Trust has filed notice filings for Shares Fund are authorized for sale under the securities laws thereof and shall promptly notify the Distributor ALPS of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

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

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (b) Each Fund agrees to create, issue, issue Creation Unit aggregations of Shares of the respective Fund and redeem Creation Units to request The Depository Trust Company to record on its books the ownership of each Fund such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to prospectus in such amounts as ALPS has requested through the Distributor transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by a Fund of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Trust reserves the right to Registration Statement. Each Fund may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to ALPS, in accordance with the provisions of the Prospectus. (bc) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares of each Fund under the 1933 Act. (c) . The Trust will shall make available to the Distributor ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as Distributor ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of any the Shares for sale in such states as ALPS may designate upon the direction of the Trust. The Trust will keep ALPS informed of the jurisdictions in which the Trust has filed notice filings for Shares Creation Units of each Fund are authorized for sale under the securities laws thereof and shall promptly notify the Distributor ALPS of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized unauthorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees shall take, from time to createtime, issuebut subject always to any necessary approval of the board of trustees of the Trust (the “Board”) or of its shareholders, all necessary action to fix the number of authorized Shares and redeem Creation Units of each Fund in accordance with such steps as may be necessary to register the procedures described in same under the Prospectus. Upon reasonable notice Securities Act, to the end that there will be available for sale such number of Shares as the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right reasonably may be expected to reject any order for Creation Units or to stop all receipts of such orders at any timesell. (b) The Trust agrees that it will take furnish to the Distributor copies of its most recent amendment to its Registration Statement, its most recent Prospectus and all actions necessary amendments and supplements thereto, and the Subscription Agreement, if any, and other documentation the Distributor may reasonably request for use in connection with the continuous offering of Shares. The Distributor is authorized to register an indefinite number of Shares furnish to prospective investors only such information concerning the Trust and the offering as may be contained in the Registration Statement, the Prospectus, the Trust’s formation documents, or any other documents (including sales material) approved in writing by the Trust expressly for use with prospective investors. The Trust shall use its best efforts to timely file periodic and other reports required under the 1933 Securities Exchange Act of 1934, as amended (the “Exchange Act”). (c) The Trust will make available shall furnish to the Distributor such number copies of copies as all financial statements of the Trust which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with its duties hereunder, and this shall include, upon request by the distribution Distributor, one certified copy of Creation Unitsall financial statements prepared for the Trust by independent public accountants. (d) The Trust shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Trust has filed notice filings for an appropriate number of its Shares for sale under the securities laws thereof and shall promptly notify of such jurisdictions as the Distributor and the Trust may approve; provided that the Trust shall not be required to amend its Declaration of Trust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of the Shares in this informationany state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of the Shares. Any such qualification may be withheld, terminated or withdrawn by the Trust at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Trust. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 activities as may be determined required by the TrustTrust in connection with such qualification. (e) The Trust shall arrange to provide will furnish, in reasonable quantities upon request by the Listing Exchanges with Distributor, copies of Prospectuses, Statements of Additional Information, its annual and product descriptions to be provided to purchasers in the secondary marketinterim reports. (f) The Trust will make furnish the Distributor with such other documents as it known that Prospectuses and Statements may reasonably require, from time to time, for the purpose of Additional Information and product descriptions are available enabling it to perform its duties as contemplated by making sure such disclosures are in all marketing and advertising materials prepared by the Trustthis Agreement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies of its then currently effective Prospectus, or any supplement, as the Distributor require to meet its obligations hereunder or as it may otherwise reasonably request. The Trust will furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges Distributor that the Registration Statement and Prospectus filed by the Trust with copies the Commission with respect to the Trust have been prepared in conformity with the requirements of Prospectusesthe 1933 Act, Statements the 1940 Act and the rules and regulations of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) Commission thereunder. The Trust will make it known that Prospectuses notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and Statements any stop order suspending the effectiveness of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust5 Registration Statement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and in accordance cash component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized unauthorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s 's books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized unauthorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the ProspectusProspectus for the applicable Fund. Upon reasonable notice to the Distributor and in accordance with the procedures described in the ProspectusProspectus for the applicable Fund, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust Trust, on behalf of each Fund, will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trusteach Fund’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions Prospectuses, and, if available, Summary Prospectuses, are available obtainable by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) 5.1 The Trust agrees to create, issue, issue Creation Unit aggregations of Shares of the Fund and redeem Creation Units to request The Depository Trust Company to record on its books the ownership of each Fund such Shares in accordance with applicable book- entry system procedures in such amounts as the procedures Distributor has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite securities or other financial instruments and any cash component (together with any fees) and acceptance of such order, upon the terms described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) 5.2 The Trust agrees that it will take Fund shall furnish the Distributor copies of all actions necessary to register an indefinite number information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares under Shares, and this shall include one certified copy, upon request by the 1933 Act. (c) Distributor, of all financial statements prepared for the Fund by the Fund's independent registered public accounting firm. The Trust will Fund shall make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement annual and interim reports as the Distributor shall reasonably request. 5.3 The Fund shall take, from time to time, but subject to the necessary approval of Additional Information and product descriptionthe Board, (ii) copies all necessary action to register Shares under the Securities Act, to the end that there will be available for sale such number of semi-annual Shares as the Distributor reasonably may expect to sell. The Fund agrees to file from time to time such amendments, reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 documents as may be determined by the Trust. (e) The Trust shall arrange to provide the Listing Exchanges with copies necessary in order that there will be no untrue statement of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers a material fact in the secondary market. (f) The Trust Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all the statements therein misleading. All marketing and or other advertising materials prepared by the TrustFund and delivered to the Distributor for use in marketing shares of the Fund shall be accurate in all material respects and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading. 5.4 If required by law, the Fund shall use its best efforts to notify such states as the Distributor and the Fund may approve of its intention to sell any appropriate number of its Shares; provided that the Fund shall not be required to amend its Declaration of Trust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. Any such notification may be withheld, terminated or withdrawn by the Fund at any time in its discretion. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such notifications.

Duties of the Trust. The Trust covenants and agrees that it will: (a) The take all such action as may be necessary and within its power to ensure that all Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities (subject to stop all receipts payment of such orders at any time.the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable; (b) The Trust agrees that it will take all actions such action as may be necessary and within its power to register an indefinite number ensure compliance with the provisions of Shares under Section 3.1 hereof including, without limitation, all such action to comply with any applicable requirements of the 1933 Act.Securities Act (Alberta) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Trust Units or other securities upon exercise of Rights; (c) The use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Trust will make available Units issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Trust Units were traded prior to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units.Trust Unit Acquisition Date; (d) The cause to be reserved and kept available out of its authorized and unissued Trust shall inform Distributor Units, the number of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change Units that, as provided in this information. The Distributor shall Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale including any income or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf capital taxes of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Trust, it is in the best interests holder or exercising holder or any liability of the Trust to do so. Suspension will continue for such period as withhold tax) which may be determined by payable in respect of the Trust. (e) The original issuance or delivery of the Rights Certificates, provided that the Trust shall arrange not be required to provide the Listing Exchanges with copies pay any transfer tax or charge which may be payable in respect of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers any transfer involved in the secondary market.transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Trust Units or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) The Trust after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared diminish substantially or otherwise eliminate the benefits intended to be afforded by the TrustRights.

Duties of the Trust. (a) The Trust agrees to create, issue, issue and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made financial statements audited by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials Marketing Materials prepared by or at the direction of the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite unlimited number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by or at the direction of the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Prospectus, Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known ensure that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustTrust disclose the availability of the Prospectuses, Statements of Additional Information and product descriptions, to the extent required by applicable law.

Duties of the Trust. (a) A. The Trust agrees that all orders for Fund Shares shall be made through financial intermediaries or directly to the applicable Fund or its designated agent. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. The Trust or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Fund Shares in uncertificated form. B. The Trust agrees to create, issue, and redeem Creation Units or repurchase Fund Shares tendered by shareholders of each Fund the Funds in accordance with the procedures described Trust’s obligations in the ProspectusProspectus and the Registration Statement. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the The Trust reserves the right to reject any order for Creation Units or suspend such repurchase right upon written notice to stop all receipts of such orders at any timethe Distributor. (b) C. The Trust agrees shall cause the Trust’s transfer agent to create and maintain policies and procedures to ensure compliance by each Fund with all NSCC rules and regulations in connection with transactions in the Fund Shares over the FundSERV network (“Operational Plans”) and ensure that it will take meets all actions NSCC settlement obligations, including but not limited to those covered by Rule 12 of the NSCC, in connection with this Agreement (all such duties under this Section 3.C. as “Settlement Obligations”). The Trust shall notify Distributor of any breach by a Fund of any Settlement Obligation (any such breach as a “Settlement Failure”), and shall respond promptly to all written requests by Distributor for information about the current Operational Plans. D. The Trust or its agent shall take, or cause to be taken, all necessary action to register an indefinite number of Fund Shares under the 1933 Act. (c) federal and all applicable state securities laws and to maintain an effective Registration Statement for such Fund Shares in order to permit the sale of Fund Shares as herein contemplated. The Trust will make available authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Fund Shares. E. The Trust shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the SEC or its staff relating to a Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such number Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Fund Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Fund Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. F. The Trust shall notify the Distributor in writing of the states in which the Fund Shares may be offered and shall notify the Distributor in writing of any changes to such information. G. The Trust shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. H. The Trust shall fully cooperate in the efforts of the Distributor to distribute the Fund Shares. In addition, the Trust shall keep the Distributor reasonably informed of its affairs in connection with the distribution of Fund Shares and shall provide to the Distributor, from time to time, copies as of all information that the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) Fund Shares, including without limitation, copies of any financial statements prepared for the Trust by its independent public accountants and such reasonable number of copies of the current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may reasonably request. The Trust shall inform forward a copy of, or provide notice of the filing of, any SEC filings, including the Registration Statement, to the Distributor within one business day of any such jurisdictions filings. I. The Trust has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Trust shall not enter into any agreement (whether orally or in writing) under which the Trust has filed notice filings directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares for sale under or the securities laws thereof and shares of any other investment company. In the event the Trust fails to comply with the provisions of FINRA Rule 2830(k), the Trust shall promptly notify the Distributor. J. The Trust shall use its best efforts to provide, and cause each other agent or service provider to the Trust, including the Trust’s transfer agent and investment adviser, to provide, to Distributor of any change in a timely and accurate manner all such information (and in such reasonable medium) that the Distributor may reasonably request that may be necessary for the Distributor to perform its duties under this information. Agreement. K. The Distributor Trust shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice file any amendment to the Registration Statement or Prospectus that materially amends any provision therein which pertains to Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment distribution of the Fund Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement or Prospectus, it is in the best interests of whatever character, as the Trust to do so. Suspension will continue for may deem advisable, such period as may be determined by the Trustright being in all respects absolute and unconditional. (e) L. The Trust shall arrange advise the Distributor promptly in writing of the initiation of any proceedings against it by the SEC or its staff, FINRA or any state regulatory authority related to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary marketdistribution activities contemplated under this Agreement. (f) M. The Trust will make it known that Prospectuses shall promptly notify Distributor of the commencement of any litigation or proceedings against the Trust or any of its managers, officers or directors in connection with the issue and Statements sale of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by any of the TrustFund Shares.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its the then currently effective Prospectus of each Fund and Statement of Additional Information and product descriptiondescriptions, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to receive, review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to receive, review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Prospectuses and Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees shall take, from time to createtime, issuebut subject always to any necessary approval of the board of trustees of the Trust (the “Board“) or of its shareholders, all necessary action to fix the number of authorized Shares and redeem Creation Units of each Fund in accordance with such steps as may be necessary to register the procedures described in same under the Prospectus. Upon reasonable notice Securities Act, to the end that there will be available for sale such number of Shares as the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right reasonably may be expected to reject any order for Creation Units or to stop all receipts of such orders at any timesell. (b) The Trust agrees that it will take furnish to the Distributor copies of its most recent amendment to its Registration Statement, its most recent Prospectus and all actions necessary amendments and supplements thereto, and the Subscription Agreement, if any, and other documentation the Distributor may reasonably request for use in connection with the continuous offering of Shares. The Distributor is authorized to register an indefinite number of Shares furnish to prospective investors only such information concerning the Trust and the offering as may be contained in the Registration Statement, the Prospectus, the Trust’s formation documents, or any other documents (including sales material) approved in writing by the Trust expressly for use with prospective investors. The Trust shall use its best efforts to timely file periodic and other reports required under the 1933 Securities Exchange Act of 1934, as amended (the “Exchange Act”). (c) The Trust will make available shall furnish to the Distributor such number copies of copies as all financial statements of the Trust which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with its duties hereunder, and this shall include, upon request by the distribution Distributor, one certified copy of Creation Unitsall financial statements prepared for the Trust by independent public accountants. (d) The Trust shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Trust has filed notice filings for an appropriate number of its Shares for sale under the securities laws thereof and shall promptly notify of such jurisdictions as the Distributor and the Trust may approve; provided that the Trust shall not be required to amend its Declaration of Trust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of the Shares in this informationany state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of the Shares. Any such qualification may be withheld, terminated or withdrawn by the Trust at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Trust. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 activities as may be determined required by the TrustTrust in connection with such qualification. (e) The Trust shall arrange to provide will furnish, in reasonable quantities upon request by the Listing Exchanges with Distributor, copies of Prospectuses, Statements of Additional Information, its annual and product descriptions to be provided to purchasers in the secondary marketinterim reports. (f) The Trust will make furnish the Distributor with such other documents as it known that Prospectuses and Statements may reasonably require, from time to time, for the purpose of Additional Information and product descriptions are available enabling it to perform its duties as contemplated by making sure such disclosures are in all marketing and advertising materials prepared by the Trustthis Agreement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market, as required by such Listing Exchanges. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by or at the direction of the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Trust's transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports all information, financial statements and annual audited reports of other papers which the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges Distributor that the Registration Statement and Prospectus filed by the Trust with copies the Commission with respect to the Trust have been prepared in conformity with the requirements of Prospectusesthe 1933 Act, Statements the 1940 Act and the rules and regulations of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) Commission thereunder. The Trust will make it known that Prospectuses notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and Statements any stop order suspending the effectiveness of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustRegistration Statement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description materials as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made financial statements audited by an independent public accountants accountant regularly retained by the Trust, -semi-annual reports of the Trust’s financial statements and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the states, territories and jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units issue Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or by other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite purchase price and in accordance with acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units Shares or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports all information, financial statements and annual audited reports of other papers that the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) Shares. The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, Distributor that the Registration Statement and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared Prospectus filed by the Trust.Trust with the Commission with respect to the Trust have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the Commission

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any timetime to withdraw offering any class or classes of Shares of any or all Funds by written notice to UBS Global AM at its principal office. (b) The Trust agrees that it will take all actions necessary to register an indefinite number shall keep UBS Global AM fully informed of Shares under the 1933 Act. (c) The Trust will its affairs and shall make available to the Distributor such number UBS Global AM copies of copies as Distributor all information, financial statements, and other documents which UBS Global AM may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Fund as UBS Global AM may request, and the Trust shall cooperate fully in the efforts of UBS Global AM to sell and arrange for the sale of the Shares of the Funds and in the performance of UBS Global AM under this Contract. (c) The Trust shall take, from time to time, all necessary action as may be necessary to register its Shares under the 1933 Act to the end that there will be available for sale such number of Shares as UBS Global AM may be expected to sell. The Trust agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (d) The Trust shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Trust has filed notice filings for an appropriate number of Shares of each Fund for sale under the securities laws thereof of such states or other jurisdictions as UBS Global AM and shall promptly notify the Distributor of any change in this information. The Distributor Trust may approve, provided that the Trust shall not be liable for damages resulting required to amend its Agreement and Declaration of Trust or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Shares in any jurisdiction from the sale terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of Shares process in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right any jurisdiction other than with respect to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf claims arising out of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment offering of the Trust, it is in the best interests of the Trust Shares. UBS Global AM shall furnish such information and other material relating to do so. Suspension will continue for such period its affairs and activities as may be determined required by the TrustTrust in connection with such qualifications. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus(es) in such amounts as the Distributor has requested through the index receipt agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement(s). The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus(es) and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus Prospectus(es) and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units issue Shares of each Fund in accordance with such amounts as the procedures Distributor has requested through the Transfer Agent in writing or by other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite purchase price and acceptance of such order, upon the terms described in the ProspectusRegistration Statement. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the The Trust reserves the right to may reject any order for Creation Units Shares or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports all information, financial statements and annual audited reports of other papers that the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) Shares. The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges Distributor that the Registration Statement and Prospectus filed by the Trust with copies the Commission with respect to the Trust have been prepared in conformity with the requirements of Prospectusesthe 1933 Act, Statements the 1940 Act and the rules and regulations of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) Commission thereunder. The Trust will make it known that Prospectuses notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and Statements any stop order suspending the effectiveness of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustRegistration Statement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and SAI. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information SAI and product description, (ii) Product Description as the Distributor may reasonably request. The Trust will furnish to the Distributor at the Distributor’s expense copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information which the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust represents to the Distributor that the Registration Statement and Prospectus filed by the Trust with the Commission with respect to the Trust have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the Commission thereunder. The Trust will notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and any stop order suspending the effectiveness of the Registration Statement; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (d) The Trust shall arrange to provide bear the Listing Exchanges with copies cost and expenses: (i) of Prospectuses, Statements the registration of Additional Information, the Shares for sale under the 1933 Act; and product descriptions to be provided to purchasers in (ii) of the secondary marketregistration or qualification of the Shares for sale under the securities laws of the various States. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any timetime to withdraw offering Class A Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Trust agrees shall determine in its sole discretion whether certificates shall be issued with respect to the Class A Shares. If the Trust has determined that it certificates shall be issued, the Trust will take all actions necessary not cause certificates representing Class A Shares to register an indefinite number of be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Trust will cause certificates evidencing Class A Shares under the 1933 Actto be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Trust will shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to the Distributor such number Xxxxxxxx Xxxxxxxx copies of copies as Distributor all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsClass A Shares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Trust shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class A Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting take, from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf time, all necessary action, including payment of the Trust. Upon due notice to the Distributorrelated filing fee, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 necessary to register the TrustClass A Shares under the 1933 Act to the end that there will be available for sale such number of Class A Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Trust agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Trust shall arrange use its best efforts to provide qualify and maintain the Listing Exchanges qualification of an appropriate number of Class A Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Trust may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Trust as a broker or dealer in such jurisdictions; provided that the Trust shall not be required to amend its Trust Instrument or By-Laws to comply with copies the laws of Prospectusesany jurisdiction, Statements to maintain an office in any jurisdiction, to change the terms of Additional Informationthe offering of the Class A Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class A Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and product descriptions other material relating to its affairs and activities as may be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared required by the TrustTrust in connection with such qualifications.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made financial statements audited by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials Marketing Materials prepared by or at the direction of the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of of: (i) its then currently effective Prospectus and Statement of Additional Information and product description, ; (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, ; and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by or at the direction of the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any timetime to withdraw offering any class or classes of Shares of any or all Funds by written notice to UBS Global AM at its principal office. (b) The Trust agrees that it will take all actions necessary to register an indefinite number shall keep UBS Global AM fully informed of Shares under the 1933 Act. (c) The Trust will its affairs and shall make available to the Distributor such number UBS Global AM copies of copies as Distributor all information, financial statements, and other documents which UBS Global AM may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Fund as UBS Global AM may request, and the Trust shall cooperate fully in the efforts of UBS Global AM to sell and arrange for the sale of the Shares of the Funds and in the performance of UBS Global AM under this Contract. (c) The Trust shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register its Shares under the 1933 Act to the end that there will be available for sale such number of Shares as UBS Global AM may be expected to sell. The Trust agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (d) The Trust shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Trust has filed notice filings for an appropriate number of Shares of each Fund for sale under the securities laws thereof of such states or other jurisdictions as UBS Global AM and shall promptly notify the Distributor of any change in this information. The Distributor Trust may approve, provided that the Trust shall not be liable for damages resulting required to amend its Agreement and Declaration of Trust or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Shares in any jurisdiction from the sale terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of Shares process in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right any jurisdiction other than with respect to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf claims arising out of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment offering of the Trust, it is in the best interests of the Trust Shares. UBS Global AM shall furnish such information and other material relating to do so. Suspension will continue for such period its affairs and activities as may be determined required by the TrustTrust in connection with such qualifications. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust Trust, itself or through its service providers, agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Instruments and in accordance Cash Amount (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will annually take all actions necessary to register an indefinite number of Shares of each relevant Fund under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of all semi-annual reports and audited annual audited reports of the Trust’s books and accounts made by the independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust Trust, itself or its administrator, shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust ors its administrator that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) a. The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) b. The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) c. The Trust will make available to the Distributor access to, or such number of copies as Distributor may reasonably request of of, (i) its then currently effective Prospectus and Statement of Additional Information and product descriptionInformation, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly information required to be made available information for use in connection with the distribution of Creation Units. (d) d. The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) e. The Trust shall will arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions any other Fund document required to be provided to purchasers in the secondary market. (f) The f. To the extent required by applicable law, the Trust will make it known known, including through marketing and advertising materials prepared by it and on its website, that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing or accessible to prospective and advertising materials prepared by the Trustexisting investors.

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

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) Product Description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s 's books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to receive, review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to receive, review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust. (h) The Trust shall not list the Distributor as the principal underwriter or distributor in any post-effective amendment to the Registration Statement, which is filed for the purpose of creating a new Fund, without receiving prior written permission from the Distributor. At or before such time as a new Fund becomes effective, the Trust and Distributor agree to amend this Agreement for purposes of updating Exhibit A.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite cash (together with any fees) and in accordance with acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports all information, financial statements and annual audited reports of other papers, which the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which Shares of the Trust has filed notice filings for Shares are authorized for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ec) The Trust shall arrange represents to provide the Listing Exchanges Distributor that the Registration Statement and Prospectus filed by the Trust with copies the Commission with respect to the Trust have been prepared in conformity with the requirements of Prospectusesthe 1933 Act, Statements the 1940 Act and the rules and regulations of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) Commission thereunder. The Trust will make it known that Prospectuses notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and Statements any stop order suspending the effectiveness of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustRegistration Statement.

Duties of the Trust. (a) a. The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) b. The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s 's books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any timeanytime. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s 's books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s 's authority to receive, review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s 's authority to receive, review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the ProspectusProspectus for the applicable Fund. Upon reasonable notice to the Distributor and in accordance with the procedures described in the ProspectusProspectus for the applicable Fund, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust Trust, on behalf of each Fund, will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-semi- annual reports and annual audited reports of the Trusteach Fund’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses Prospectuses, and Statements of Additional Information and product descriptions if available, Summary Prospectuses, are available obtainable by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) 2.1 The Trust agrees to create, issue, pay all costs and redeem Creation Units of each Fund expenses in accordance connection with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number registration of Shares under the 1933 Act, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that nothing contained herein shall be deemed to require the Trust to pay any costs of advertising or marketing the sale of Shares. (c) 2.2 The Trust will make available agrees to execute any and all documents and to furnish any and all information and otherwise to take any other actions that may be reasonably necessary in the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports discretion of the Trust’s books 's officers in connection with the qualification of Shares for sale in such states and accounts made by independent public accountants regularly retained by other U.S. jurisdictions as the TrustTrust may approve and designate to you from time to time, and (iii) the Trust agrees to pay all expenses that may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a securities broker or dealer under state or Federal laws and, except as otherwise specifically provided in this Agreement, all other publicly available information expenses incurred by you in connection with the sale of Shares as contemplated in this Agreement. 2.3 The Trust shall furnish you from time to time, for use in connection with the distribution sale of Creation Units. Shares, such information reports with respect to the Fund and the Shares as you may reasonably request, all of which shall be signed by one or more of the Trust's duly authorized officers; and the Trust warrants that the statements contained in any such reports, when so signed by the Trust's officers, shall be true and correct. The Trust also shall furnish you upon request with (a) the reports of the annual audits of the financial statements of the Fund made by independent certified public accountants retained by the Trust for such purpose; (b) semi-annual unaudited financial statements pertaining to the Fund; (c) quarterly earnings statements prepared by the Trust for the Fund; (d) The Trust shall inform Distributor a monthly itemized list of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. Fund's portfolio; (e) The Trust shall arrange to provide monthly balance sheets as soon as practicable after the Listing Exchanges with copies end of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. each month; (f) The Trust will make it known that Prospectuses the current net asset value and Statements offering price per share for the Fund on each day such net asset value is computed and (g) from time to time such additional information regarding the financial condition of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustFund as you may reasonably request.

Duties of the Trust. (a1) The Trust agrees shall keep ACC fully informed of its affairs that impact this Agreement and shall provide to createACC from time to time copies of all information, issuefinancial statements, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees other papers that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor ACC may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsShares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountant and such reasonable number of copies if the most current Prospectus, Statement of Additional Information (“SAI”), and annual and interim reports as ACC may request, and the Trust shall fully cooperate in the efforts of ACC to sell and arrange for the sale of Shares. (d2) The Trust shall inform Distributor maintain a currently effective Registration Statement on Form N-1A with the Securities and Exchange Commission (the “SEC”), maintain qualification with applicable states and file such reports and other documents as may be required under applicable federal and state laws. The Trust shall notify ACC in writing of any such jurisdictions the states in which the Trust has filed notice filings for Shares for sale under the securities laws thereof may be sold and shall promptly notify the Distributor ACC in writing of any change in this changes to such information. The Distributor Trust shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that bear all expenses related to preparing and typesetting such sale or sales were unauthorized at the time of Prospectuses, SAI and other materials required by law and such sale or sales. The Distributor acknowledges other expenses, including printing and agrees that the Trust reserves the right mailing expenses, related to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 Trustcommunication with persons who are shareholders. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f3) The Trust will undertake such advertising and promotion as it believes is reasonable in connection with its efforts to sell Shares and ACC shall not use any advertisements or other sales materials that have not, to the extent required by the 1934 Act, the 1940 Act or FINRA rules, been (i) submitted to ACC for its review and approval; and (ii) filed with appropriate regulators. (4) The Trust represents and warrants that its Registration Statement and any advertisements and sales literature (excluding statements relating to ACC and the services it provides that are based upon written information furnished by ACC expressly for inclusion therein) of the Trust shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make it known the statements therein not misleading, and that Prospectuses all statements or information furnished to ACC, pursuant to Section 3 hereof, shall be true and Statements of Additional Information and product descriptions are available by making sure such disclosures are correct in all marketing and advertising materials prepared by the Trustmaterial respects.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus. Upon reasonable notice to Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and in accordance Cash Component (together with any fees) and acceptance of such order, upon the procedures terms described in the Prospectus, the Registration Statement. The Trust reserves the right to may reject any order for Creation Units or to stop all receipts of such orders at any timetime upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information. (b) The Trust agrees that it will take all actions action necessary to register an indefinite number of Shares under the 1933 Act. (c) . The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust’s 's books and accounts made by independent public accountants regularly retained by the Trust, Trust and (iii) such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. (d) . The Trust shall inform keep the Distributor informed of any such the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product descriptionProspectus, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (dc) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ed) The Trust shall arrange to provide the each Fund’s Listing Exchanges Exchange with copies of Prospectuses, Statements of Additional Information, and product descriptions the Prospectus to be provided to purchasers in the secondary market. (fe) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the TrustMarketing Materials with respect to a Fund.

Duties of the Trust. (a) The Trust agrees shall take, from time to createtime, issuebut subject always to any necessary approval of the board of trustees of the Trust (the “Board”) or of its shareholders, all necessary action to fix the number of authorized Shares and redeem Creation Units such steps as may be necessary to register the same under the Securities Act of each Fund in accordance with 1933 (the procedures described in the Prospectus. Upon reasonable notice “Securities Act”), to the end that there will be available for sale such number of Shares as the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right reasonably may be expected to reject any order for Creation Units or to stop all receipts of such orders at any timesell. (b) The Trust agrees that it will take furnish to the Distributor copies of its most recent amendment to its Registration Statement, its most recent Prospectus and all actions necessary amendments and supplements thereto, and the subscription agreement, if any, most recent repurchase offer notification and other documentation the Distributor may reasonably request for use in connection with the continuous offering of Shares. The Distributor is authorized to register an indefinite number of Shares under furnish to prospective investors only such information concerning the 1933 ActTrust and the offering as may be contained in the Registration Statement, the Prospectus, the Trust’s formation documents, or any other documents (including sales material) approved in writing by the Trust expressly for use with prospective investors. (c) The Trust will make available shall furnish to the Distributor such number copies of copies as all financial statements of the Trust which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with its duties hereunder, and this shall include, upon request by the distribution Distributor, one certified copy of Creation Unitsall financial statements prepared for the Trust by independent public accountants. (d) The Trust shall inform Distributor use its best efforts to qualify and maintain the qualification of any such jurisdictions in which the Trust has filed notice filings for an appropriate number of its Shares for sale under the securities laws thereof and shall promptly notify of such jurisdictions as the Distributor and the Trust may approve; provided that the Trust shall not be required to amend its Declaration of Trust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of the Shares in this informationany state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of the Shares. Any such qualification may be withheld, terminated or withdrawn by the Trust at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Trust. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 activities as may be determined required by the TrustTrust in connection with such qualification. (e) The Trust shall arrange to provide will furnish, in reasonable quantities upon request by the Listing Exchanges with Distributor, copies of Prospectuses, Statements of Additional Information, its annual and product descriptions to be provided to purchasers in the secondary marketinterim reports. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are furnish, in all marketing and advertising materials prepared reasonable quantities upon request by the Distributor, copies of its repurchase offer notifications. The Trust agrees to promptly notify the Distributor in the event that the Trust determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Trust’s then-current Prospectus. (g) The Trust will furnish the Distributor with such other documents as it may reasonably require, from time to time, for the purpose of enabling it to perform its duties as contemplated by this Agreement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the ProspectusProspectus for such Fund. Upon reasonable notice to the Distributor and in accordance with the procedures described in the applicable Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust Trust, on behalf of each Fund, will make available to the Distributor such number of copies as the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform the Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. . (e) The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and the Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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. (ef) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (fg) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by or at the direction of the Trust. (h) The Trust shall not file any amendment to the Registration Statement or Prospectus that materially amends any provision therein which pertains to the Distributor, the distribution of the Shares or public offering price without giving the Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. (i) The Trust shall not list the Distributor as the principal underwriter or distributor in any post-effective amendment to the Registration Statement, which is filed for the purpose of creating a new Fund, without receiving prior written permission from the Distributor. At or before such time as a new Fund becomes effective, and subject to approval by the Trust’s Board of Trustees, Trust and Distributor agree to amend this Agreement for purposes of updating Exhibit A. (j) The Trust agrees to advise the Distributor promptly in writing: (i) of any material action, correspondence, or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus (for purposes of clarification, this provision does not require notice of a routine inspection, or a risk targeted or sweep inspection that does not relate to distribution matters); (ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv) in the event that the Trust determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise or to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the SEC; and (v) of the commencement of any material litigation or proceedings against the Trust or any of its officers or Trustees in connection with the issue and sale of any of the Shares of the Funds.

Duties of the Trust. (a) The Trust agrees shall take, from time to createtime, issuebut subject always to any necessary approval of the board of trustees of the Trust (the “Board”) or of its shareholders, all necessary action to fix the number of authorized Shares and redeem Creation Units such steps as may be necessary to register the same under the Securities Act of each Fund in accordance with 1933 (the procedures described in the Prospectus. Upon reasonable notice “Securities Act”), to the end that there will be available for sale such number of Shares as the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right reasonably may be expected to reject any order for Creation Units or to stop all receipts of such orders at any timesell. (b) For purposes of the offering of Shares, the Trust will furnish to the Distributor copies of its most recent amendment to its Registration Statement, its most recent Prospectus and all amendments and supplements thereto, and the subscription agreement, if any, and other documentation the Distributor may reasonably request for use in the offering of Shares. The Distributor is authorized to furnish to prospective investors only such information concerning the Trust agrees that it will take all actions necessary to register an indefinite number of Shares under and the 1933 Actoffering as may be contained in the Registration Statement, the Prospectus, the Trust’s formation documents, or any other documents (including sales material) approved in writing by the Trust expressly for use with prospective investors. (c) The Trust will make available shall furnish to the Distributor such number copies of copies as all financial statements of the Trust which the Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with its duties hereunder, and this shall include, upon request by the distribution Distributor, one certified copy of Creation Unitsall financial statements prepared for the Trust by independent public accountants. (d) The Trust shall inform Distributor use its best efforts to qualify and maintain during the solicitation period, to the extent required by applicable law, the qualification of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify of such jurisdictions as the Distributor and the Trust may approve. Any such qualification may be withheld, terminated or withdrawn by the Trust at any time in its discretion. The expense of any change in this informationqualification and maintenance of qualification shall be borne by the Trust. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no furnish such information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right other material relating to suspend sales its affairs and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 activities as may be determined required by the TrustTrust in connection with such qualification. (e) The Trust shall arrange to provide will furnish, in reasonable quantities upon request by the Listing Exchanges with Distributor, copies of Prospectuses, Statements of Additional Information, its annual and product descriptions to be provided to purchasers in the secondary marketinterim reports. (f) The Trust will make furnish the Distributor with such other documents as it known that Prospectuses and Statements may reasonably require, from time to time, for the purpose of Additional Information and product descriptions are available enabling it to perform its duties as contemplated by making sure such disclosures are in all marketing and advertising materials prepared by the Trustthis Agreement.

Duties of the Trust. (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any timetime to withdraw offering Class C Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Trust agrees shall determine in its sole discretion whether certificates shall be issued with respect to the Class C Shares. If the Trust has determined that it certificates shall be issued, the Trust will take all actions necessary not cause certificates representing Class C Shares to register an indefinite number of be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Trust will cause certificates evidencing Class C Shares under the 1933 Actto be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Trust will shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to the Distributor such number Xxxxxxxx Xxxxxxxx copies of copies as Distributor all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation UnitsClass C Shares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Trust shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class C Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting take, from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf time, all necessary action, including payment of the Trust. Upon due notice to the Distributorrelated filing fee, the Trust shall suspend the Distributor’s authority to review and approve Creation Units 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 necessary to register the TrustClass C Shares under the 1933 Act to the end that there will be available for sale such number of Class C Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Trust agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Trust shall arrange use its best efforts to provide qualify and maintain the Listing Exchanges qualification of an appropriate number of Class C Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Trust may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Trust as a broker or dealer in such jurisdictions; provided that the Trust shall not be required to amend its Trust Instrument or By-Laws to comply with copies the laws of Prospectusesany jurisdiction, Statements to maintain an office in any jurisdiction, to change the terms of Additional Informationthe offering of the Class C Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class C Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and product descriptions other material relating to its affairs and activities as may be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared required by the TrustTrust in connection with such qualifications.