Common use of Licensing Clause in Contracts

Licensing. a. Distributor and Dealer each represent and warrant to each other that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the Fund; and (iv) each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares. b. Distributor and Dealer agree that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall cause the termination of this Agreement. Each party further agrees to notify the other party promptly in writing of any such action or event. c. Distributor and Dealer agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge that, subject to the indemnification described in Section 9 of this Agreement, neither party has responsibility for the manner of the other party’s performance of, or for acts or omissions in connection with, the duties and activities performed by the other party under this Agreement. d. Distributor and Dealer agree to be bound by, and to comply with, all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA.

Licensing. a. Distributor Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“"SEC”"); (ii) it is a member in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD"); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares of the FundFunds; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesShares of the Funds. b. Distributor and Dealer agree agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRAthe NASD; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party VKFI promptly in writing of any such action or event. c. Distributor and Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA the NASD and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor Dealer acknowledges that it is solely responsible for all suitability determinations with respect to offers and Dealer acknowledge that, subject sales of Shares of the Funds to the indemnification described in Section 9 of this Agreement, neither party Dealer's customers and that VKFI has no responsibility for the manner of the other party’s Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of registered investment companies, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRAsuch shares.

Licensing. a. (a) Distributor and Dealer each represent and warrant to each other that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the Fund; and (iv) each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares. b. (b) Distributor and Dealer agree that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall cause the termination of this Agreement. Each party further agrees to notify the other party promptly in writing of any such action or event. c. (c) Distributor and Dealer agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge that, subject to the indemnification described in Section 9 of this Agreement, neither party has responsibility for the manner of the other party’s performance of, or for acts or omissions in connection with, the duties and activities performed by the other party under this Agreement. d. (d) Distributor and Dealer agree to be bound by, and to comply with, all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the FundShares; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is Shares are offered shall cause the automatic termination of this Agreement. Each party Dealer further agrees to notify the other party Distributor promptly in writing of any such action or event. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge acknowledges that, subject to the indemnification described in Section 9 of this Agreement, neither party the Distributor has no responsibility for the manner of the other partyDealer’s performance of, or for acts or omissions in connection with, the duties and activities performed by the other party Dealer under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, and to comply with, all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including including, but not limited to, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRAFINRA identified herein.

Licensing. a. Distributor (a) The Dealer Manager and Dealer each represent and warrant to each other that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the FundCompany; and (iv) each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares. b. Distributor (b) The Dealer Manager and Dealer agree that: (i) termination or suspension of its registration with the SEC; , or (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered , shall cause the termination of this Agreement. Each party further agrees to notify the other party promptly in writing of any such action or event. c. Distributor (c) The Dealer Manager and Dealer agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor the Dealer Manager and Dealer acknowledge that, subject to the indemnification described in Section 9 14 of this Agreement, neither party has responsibility for the manner of the other party’s performance of, or for acts or omissions in connection with, the duties and activities performed by the other party under this Agreement. d. Distributor (d) The Dealer Manager and Dealer agree to be bound by, and to comply with, all applicable federal federal, state, foreign and state other laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companiesShares, including applicable rules and regulations of FINRA and further including applicable anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA.

Licensing. a. Distributor and Dealer each represent and warrant to each other that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“"SEC”"); (ii) it is a member in good standing of with the Financial Industry Regulatory Authority (“"FINRA”"); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the FundUnits; and (iv) each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell SharesUnits. b. Distributor and Dealer The parties agree that: (i) termination or suspension of its Dealer's registration with the SEC; (ii) termination or suspension of its Dealer's membership with FINRA; or (iii) termination or suspension of its Dealer's license to do business by any state of the United States or other jurisdiction in which in which Dealer offers the Fund is offered shall cause the immediate termination of this AgreementAgreement without notice. The parties agree that if any of (i) through (iii) above occurs in respect of Distributor, this Agreement will terminate effective immediately upon Dealer's written notice of termination to Distributor. Each party of the Distributor and the Dealer further agrees to notify the other party promptly in writing of any such action or event. c. Distributor and Dealer The parties agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer the parties acknowledge that, subject to the indemnification described in Section 9 of this Agreement, that neither party has responsibility for the manner of the other party’s 's performance of, or for acts or omissions in connection with, the duties and activities performed by the other party under this Agreement. d. Distributor and Dealer agree to be bound by, and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares interests of registered investment companies, including anti-money laundering laws all of the rules and regulations of FINRA. In connection with the foregoing, Dealer expressly agrees to provide a fee disclosure statement to its customers, regarding fees and applicable guidance issued other compensation paid to Dealer or its affiliates by the Department of Distributor or its affiliates substantially in the Treasury, the SEC and FINRAform provided in Schedule 1.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“"SEC”"); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Inc. (“"FINRA”"); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party TSCD promptly in writing of any such action or event. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules rules of FINRA and such Conduct Rules rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor Dealer acknowledges that it is solely responsible for all suitability determinations and Dealer acknowledge that, subject know-your-customer obligations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, neither party Trusts to Dealer's customers and that TSCD has no responsibility for the manner of the other party’s Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA.

Licensing. a. Dealer represents and warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will Service the Shares of the Fund; and (iv) each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Service the Shares. b. Distributor represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the Fund; and (iv) each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares. b. c. Distributor and Dealer agree that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall cause the termination of this Agreement. Each party further agrees to notify the other party promptly in writing of any such action or event. c. d. Distributor and Dealer agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge that, subject to the indemnification described in Section 9 10 of this Agreement, neither party has responsibility for the manner of the other party’s performance of, or for acts or omissions in connection with, the duties and activities performed by the other party under this Agreement. d. e. Distributor and Dealer agree to be bound by, and to comply with, all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”"Commission"); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Inc. (“"FINRA”"); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party AAM promptly in writing of any such action or event. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor Dealer acknowledges that it is solely responsible for all suitability determinations with respect to offers and Dealer acknowledge that, subject sales of Units of the Trusts to the indemnification described in Section 9 of this Agreement, neither party Dealer's customers and that AAM has no responsibility for the manner of the other party’s Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA.

Licensing. a. Distributor and Dealer each represent and warrant to each other that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the Fund; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares. b. Distributor and Dealer agree that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall cause the termination of this Agreement. Each party further agrees to notify the other party promptly in writing of any such action or event. c. Distributor and Dealer agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge that, subject to the indemnification described in Section 9 10 of this Agreement, neither party has responsibility for the manner of the other party’s performance of, or for acts or omissions in connection with, the duties and activities performed by the other party under this Agreement. d. Distributor and Dealer agree to be bound by, and to comply with, all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA.

Licensing. a. Distributor Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares of the FundFunds; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesShares of the Funds. b. Distributor and Dealer agree agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRAthe NASD; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party WFFD promptly in writing of any such action or event. c. Distributor and Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA the NASD and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor Dealer acknowledges that it is solely responsible for all suitability determinations with respect to offers and Dealer acknowledge that, subject sales of Shares of the Funds to the indemnification described in Section 9 of this Agreement, neither party Dealer’s customers and that WFFD has no responsibility for the manner of the other partyDealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of registered investment companies, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRAsuch shares.

Licensing. a. Distributor and Dealer each represent and warrant to each other that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“"SEC”"); (ii) it is a member in good standing of with the Financial Industry Regulatory Authority (“"FINRA”"); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the FundUnits; and (iv) each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell SharesUnits. b. Distributor and Dealer The parties agree that: (i) termination or suspension of its Dealer's registration with the SEC; (ii) termination or suspension of its Dealer's membership with FINRA; or (iii) termination or suspension of its Dealer's license to do business by any state of the United States or other jurisdiction in which the Fund is offered in which Dealer offers Units shall cause the immediate termination of this AgreementAgreement without notice. The parties agree that if any of (i) through (iii) above occurs in respect of Distributor, this Agreement will terminate effective immediately upon Dealer's written notice of termination to Distributor. Each party of the Distributor and the Dealer further agrees to notify the other party promptly in writing of any such action or event. c. Distributor and Dealer The parties agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer the parties acknowledge that, subject to the indemnification described in Section 9 of this Agreement, that neither party has responsibility for the manner of the other party’s 's performance of, or for acts or omissions in connection with, the duties and activities performed by the other party under this Agreement. d. Distributor and Dealer agree to be bound by, and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares interests of registered investment companies, including anti-money laundering laws all of the rules and regulations of FINRA. In connection with the foregoing, Dealer expressly agrees to provide a fee disclosure statement to its customers, regarding fees and applicable guidance issued other compensation paid to Dealer or its affiliates by the Department of Distributor or its affiliates substantially in the Treasury, the SEC and FINRAform provided in Schedule 1.

Licensing. a. Distributor Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares of the Fund; and (iv) each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares. b. Distributor and Dealer agree agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRAthe NASD; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party Distributor promptly in writing of any such action or event. c. Distributor and Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA the NASD and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge acknowledges that, subject to the indemnification described in Section 9 of this Agreement, neither party Distributor has no responsibility for the manner of the other partyDealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and Dealer agree agrees to be bound by, and to comply with, all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRAthe NASD.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the FundShares; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is Shares are offered shall cause the automatic termination of this Agreement. Each party Dealer further agrees to notify the other party Distributor promptly in writing of any such action or event. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge acknowledges that, subject to the indemnification described in Section 9 of this Agreement, neither party Distributor has no responsibility for the manner of the other partyDealer’s performance of, or for acts or omissions in connection with, the duties and activities performed by the other party Dealer under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, and to comply with, all applicable federal [and] state [and state foreign jurisdiction] laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRAFINRA identified herein.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the FundShares; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is Shares are offered shall cause the automatic termination of this Agreement. Each party Xxxxxx further agrees to notify the other party Distributor promptly in writing of any such action or eventevent and to immediately suspend sales of Shares. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge acknowledges that, subject to the indemnification described in Section 9 of this Agreement, neither party the Distributor has no responsibility for the manner of the other partyDealer’s performance of, or for acts or omissions in connection with, the duties and activities performed by the other party Dealer under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, and to comply with, all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRAFINRA identified herein.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Inc. (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party [__________] promptly in writing of any such action or event. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor Dealer acknowledges that it is solely responsible for all suitability determinations with respect to offers and Dealer acknowledge that, subject sales of Units of the Trusts to the indemnification described in Section 9 of this Agreement, neither party Dealer’s customers and that [__________] has no responsibility for the manner of the other partyDealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA.

Licensing. a. Distributor (a) Selling Agent represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the FundShares; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares. b. Distributor and Dealer agree (b) Selling Agent agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is Shares are offered shall cause the automatic termination of this Agreement. Each party Selling Agent further agrees to notify the other party Distributor promptly in writing of any such action or event. c. Distributor and Dealer agree (c) Selling Agent agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge Selling Agent acknowledges that, subject to the indemnification described in Section 9 of this Agreement, neither party Distributor has no responsibility for the manner of the other partySelling Agent’s performance of, or for acts or omissions in connection with, the duties and activities performed by the other party Selling Agent under this Agreement. d. Distributor and Dealer agree (d) Xxxxxxx Agent agrees to be bound by, and to comply with, all applicable federal federal, state and state foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companiesthe Fund, including including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRAFINRA identified herein.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares Units of the FundSeries; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Series. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party BHSI promptly in writing of any such action or event. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor Dealer acknowledges that (i) it is solely responsible for all suitability determinations with respect to offers and Dealer acknowledge that, subject sales of Units of the Series to the indemnification described in Section 9 of this Agreement, neither party Dealer’s customers and (ii) BHSI has no responsibility for the manner of the other partyDealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA.

Licensing. a. Distributor (a) Intermediary represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the FundShares; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares. b. Distributor and Dealer agree (b) Intermediary agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is Shares are offered shall cause the automatic termination of this Agreement. Each party Intermediary further agrees to notify the other party Distributor promptly in writing of any such action or event. c. Distributor and Dealer agree (c) Intermediary agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge Intermediary acknowledges that, subject to the indemnification described in Section 9 of this Agreement, neither party the Distributor has no responsibility for the manner of the other partyIntermediary’s performance of, or for acts or omissions in connection with, the duties and activities performed by the other party Intermediary under this Agreement. d. Distributor and Dealer agree (d) Intermediary agrees to be bound by, and to comply with, all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including including, but not limited to, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRAFINRA identified herein.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); (iii) if applicable, it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares of the FundShares; and (iv) if applicable, each of its principals, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it will offer and sell Shares. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is Shares are offered shall cause the automatic termination of this Agreement. Each party Xxxxxx further agrees to notify the other party Placement Agent promptly in writing of any such action or event. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge acknowledges that, subject to the indemnification described in Section 9 of this Agreement, neither party has the Placement Agent does not have any responsibility for the manner of the other partyDealer’s performance of, or for acts or omissions in connection with, the duties and activities performed by the other party Dealer under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, and to comply with, all applicable federal federal, state and state foreign jurisdiction laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares Shares of registered investment companiesthe Company, including including, but not limited to, securities laws, anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRAFINRA identified herein.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Inc. (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party Xxxxx Xxxx promptly in writing of any such action or event. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor Dealer acknowledges that (i) it is solely responsible for all suitability determinations with respect to offers and Dealer acknowledge that, subject sales of Units of the Trusts to the indemnification described in Section 9 of this Agreement, neither party Dealer’s customers and that (ii) Xxxxx Xxxx has no responsibility for the manner of the other partyDealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Inc. (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party Xxxxxxx & Xxxxx promptly in writing of any such action or event. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules rules of FINRA and such Conduct Rules rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor Dealer acknowledges that it is solely responsible for all suitability determinations and Dealer acknowledge that, subject know your customer obligations with respect to offers and sales of Units of the indemnification described in Section 9 of this Agreement, neither party Trusts to Dealer’s customers and that Xxxxxxx & Xxxxx has no responsibility for the manner of the other partyDealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares Units of the FundSeries; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Series. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party Cowen promptly in writing of any such action or event. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor Dealer acknowledges that (i) it is solely responsible for all suitability determinations with respect to offers and Dealer acknowledge that, subject sales of Units of the Series to the indemnification described in Section 9 of this Agreement, neither party Dealer’s customers and (ii) Cowen has no responsibility for the manner of the other partyDealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Inc. (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Trusts. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party Equinox promptly in writing of any such action or eventevent described in (i), (ii) or (iii) above. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor Dealer acknowledges that (i) it is solely responsible for all suitability determinations with respect to offers and Dealer acknowledge that, subject sales of Units of the Trusts to the indemnification described in Section 9 of this Agreement, neither party Dealer’s customers and that (ii) Equinox has no responsibility for the manner of the other partyDealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA.

Licensing. a. Distributor (a) Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SECCommission”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares Units of the FundSeries; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares Units or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesUnits of the Series. b. Distributor and (b) Dealer agree agrees that: (i) termination or suspension of its registration with the SECCommission; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party Axio promptly in writing of any such action or event. c. Distributor and (c) Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor Dealer acknowledges that (i) it is solely responsible for all suitability determinations with respect to offers and Dealer acknowledge that, subject sales of Units of the Series to the indemnification described in Section 9 of this Agreement, neither party Dealer’s customers and (ii) Axio has no responsibility for the manner of the other partyDealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and (d) Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of investment company shares or classes of registered investment companiessuch shares, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC Commission and FINRA.

Licensing. a. Distributor Dealer represents and Dealer each represent and warrant to each other warrants that: (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); (ii) it is a member in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell Shares of the Fund; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will offer and sell SharesShares of the Fund. b. Distributor and Dealer agree agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRAthe NASD; or (iii) termination or suspension of its license to do business by any state or other jurisdiction in which the Fund is offered shall immediately cause the termination of this Agreement. Each party Dealer further agrees to notify the other party Distributor promptly in writing of any such action or event. c. Distributor and Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA the NASD and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Distributor and Dealer acknowledge acknowledges that, subject to the indemnification described in Section 9 of this Agreement, neither party Distributor has no responsibility for the manner of the other partyDealer’s performance of, or for Dealer’s acts or omissions in connection with, the duties and activities performed by the other party Dealer performs under this Agreement. d. Distributor and Dealer agree agrees to be bound by, by and to comply with, with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of shares of registered investment companies, including anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRAthe NASD.