Common use of Licensing Clause in Contracts

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 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. 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. 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 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. 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. (a) The Dealer represents Manager and warrants 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 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 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 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. c. 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. d. 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 10 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. e. 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. Dealer represents and warrants that: (a) You represent that (i) it is you are a broker-dealer properly registered with and qualified under all applicable federal, state and local laws to engage in the Securities business and Exchange Commission (“SEC”); transactions described in this Agreement, (ii) it is you are a member in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”); (iii"NASD"),(iii) it is you are presently licensed to the extent necessary by the appropriate regulatory agency of each state or other jurisdiction in which it you will Service the Shares offer and sell shares of the Fund; Funds, and (iv) each of its principalsyour partners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing offer or sale of shares of the Shares Funds or the performance of its your 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 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 you will offer and sell Shares 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 SharesFunds. c. Distributor and Dealer (b) You agree that: that (i) termination or suspension of its your registration with the SECany federal, state or local authority; (ii) termination or suspension of its membership with FINRA; the NASD, or (iii) termination or suspension of its your license to do business by any state or other jurisdiction in which the Fund is offered federal regulatory agency, at any time shall immediately cause the termination of this AgreementAgreement and shall require you to notify us in writing of such action. d. Distributor and Dealer (c) You agree 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 you acknowledge that you are solely responsible for all suitability determinations with respect to offers and Dealer acknowledge that, subject sales of shares of the Funds to your customers and that the indemnification described in Section 10 of this Agreement, neither party has Funds have no responsibility for the manner of the other party’s your performance of, or for your acts or omissions in connection with, the duties and activities performed by the other party you perform under this Agreement. e. Distributor and Dealer (d) You agree 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 such shares. (e) You agree to notify us immediately in writing if at any time you are not a member in good standing of the Treasury, the SEC and FINRASecurities Investor Protection Corporation.

Licensing. a. Distributor and Dealer represents each represent and warrants 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 Service the Shares of the Fund; and (iv) each of its principalsif applicable, 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 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) 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. c. 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. d. 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 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. e. 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. (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 Inc. (“"FINRA”"); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will Service the Shares offer and sell Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing 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 Service the Shares. b. Distributor 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 Dealer will offer and sell Shares Units 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 SharesTrusts. c. 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. Dealer further agrees to notify TSCD promptly in writing of any such action or event. d. 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 10 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. e. 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 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 Service the 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 Servicing 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 Service the Shares. b. Distributor 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 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 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 SharesFunds. c. 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 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. Dealer further agrees to notify WFFD promptly in writing of any such action or event. d. Distributor and c. 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 10 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. e. 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 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) 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”)) and authorized per its membership agreement to distribute shares of registered investment companies; (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 principalsif applicable, 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 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 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; (v) its customers’ accounts are insured by the Securities Investors Protection Corporation (“SIPC”); and (vi) during the term of this Agreement, it will abide by all applicable laws, rules and regulations, including the rules and regulations of the SEC and of FINRA including, without limitation, the Conduct Rules of FINRA. c. 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. ▇▇▇▇▇▇ further agrees to notify the Distributor promptly in writing of any such action or event. d. 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 10 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. e. 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 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. 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 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 Service the 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 Servicing 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 Service the Shares. b. Distributor 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 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 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 SharesFunds. c. 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 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. Dealer further agrees to notify VKFI promptly in writing of any such action or event. d. Distributor and c. 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 10 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. e. 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 mutual fund 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 FINRAthe NASD.

Licensing. a. (a) Dealer represents and 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 Service the Shares offer and sell Units of the FundSeries; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing 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 Service the Shares. b. Distributor 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 Dealer will offer and sell Shares Units 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 SharesSeries. c. 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. Dealer further agrees to notify Axio promptly in writing of any such action or event. d. 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 10 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. e. 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. 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 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 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. c. 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. Dealer further agrees to notify Distributor promptly in writing of any such action or event. d. 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 10 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. e. 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 anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and FINRA.

Licensing. a. (a) Dealer and Distributor each 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 principalsif applicable, 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 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 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. c. (b) Dealer and Distributor and Dealer agree each 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. Dealer and Distributor each further agrees to notify the other promptly in writing of any such action or event. d. (c) Dealer and Distributor and Dealer agree each 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 10 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 Dealer under this Agreement. Without limiting the other party generality of the foregoing, Distributor acknowledges that, subject to the indemnification described in Section 9 of this Agreement, Dealer has no responsibility for the manner of Distributor’s performance of, or for acts or omissions in connection with, the duties and activities performed by Distributor under this Agreement. e. 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 anti-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. 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 Dealer will Service the offer and sell Shares of the FundEligible Funds; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing 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 Service the Shares. b. Distributor 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 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 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 SharesEligible Funds. c. 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 the 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. Dealer further agrees to notify Distributor promptly in writing of any such action or event. d. Distributor and c. Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of the FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. Without limiting the generality of the foregoing, Dealer acknowledges that it is solely responsible for all suitability determinations with respect to offers and sales of Shares of the Eligible Funds to Dealer's customers and that Distributor and Dealer acknowledge that, subject to the indemnification described in Section 10 of this Agreement, neither party 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. e. 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 mutual fund shares or classes of registered investment companiessuch shares, including anti-money laundering laws (as further outlined in Section 12 herein) and the regulations and applicable guidance issued by the Department of the Treasury, the SEC and the FINRA.

Licensing. a. (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”)) and authorized per its membership agreement to distribute shares of registered investment companies; (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 principalsif applicable, 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 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 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. c. 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. ▇▇▇▇▇▇ further agrees to notify the Distributor promptly in writing of any such action or event. d. 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 10 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. e. 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 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. (a) Dealer represents and 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 Service the Shares offer and sell Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing 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 Service the Shares. b. Distributor 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 Dealer will offer and sell Shares Units 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 SharesTrusts. c. 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. Dealer further agrees to notify Equinox promptly in writing of any action or event described in (i), (ii) or (iii) above. d. 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 10 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. e. 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. (a) Dealer represents and 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 Service the Shares offer and sell Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing 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 Service the Shares. b. Distributor 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 Dealer will offer and sell Shares Units 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 SharesTrusts. c. 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. Dealer further agrees to notify [__________] promptly in writing of any such action or event. d. 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 10 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. e. 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. (a) Dealer represents and 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 Service the Shares offer and sell Units of the FundSeries; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing 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 Service the Shares. b. Distributor 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 Dealer will offer and sell Shares Units 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 SharesSeries. c. 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. Dealer further agrees to notify BHSI promptly in writing of any such action or event. d. 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 10 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. e. 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. (a) Dealer represents and 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 Service the Shares offer and sell Units of the FundSeries; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing 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 Service the Shares. b. Distributor 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 Dealer will offer and sell Shares Units 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 SharesSeries. c. 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. Dealer further agrees to notify Strategas promptly in writing of any such action or event. d. 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 10 of this Agreement, neither party Dealer’s customers and (ii) Strategas 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. e. 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. 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”)NASD; (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will Service the Shares offer and sell Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing 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 Service the Shares. b. Distributor 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 Dealer will offer and sell Shares Units 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 SharesTrusts. c. 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 FINRANASD; 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. Dealer further agrees to notify VKFI promptly in writing of any such action or event. d. Distributor and c. Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of FINRA 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 Units of the Trusts to the indemnification described in Section 10 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. e. 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 FINRANASD.

Licensing. a. (a) Dealer represents and 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 Service the Shares offer and sell Units of the FundSeries; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing 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 Service the Shares. b. Distributor 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 Dealer will offer and sell Shares Units 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 SharesSeries. c. 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. Dealer further agrees to notify Cowen promptly in writing of any such action or event. d. 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 10 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. e. 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. 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 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 Service the 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 Servicing 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 Service the Shares. b. Distributor 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 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 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 SharesFunds. c. 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 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. Dealer further agrees to notify Claymore promptly in writing of any such action or event. d. Distributor and c. 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 10 of this Agreement, neither party Dealer's customers and that Claymore 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. e. 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 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) Dealer represents and 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 Service the Shares offer and sell Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing 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 Service the Shares. b. Distributor 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 Dealer will offer and sell Shares Units 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 SharesTrusts. c. 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. Dealer further agrees to notify ▇▇▇▇▇▇▇ & ▇▇▇▇▇ promptly in writing of any such action or event. d. 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 10 of this Agreement, neither party Trusts to 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. e. 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. 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 National Association of Securities Dealers (“FINRA”"NASD"); (iii) it is licensed by the appropriate regulatory agency of each state or other jurisdiction in which it Dealer will Service the 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 Servicing 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 Service the Shares. b. Distributor 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 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 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 SharesFunds. c. 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 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. Dealer further agrees to notify Distributor promptly in writing of any such action or event. d. Distributor and c. 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, Dealer acknowledges that it is solely responsible for all suitability determinations with respect to offers and sales of Shares of the Funds to Dealer's customers and that Distributor and Dealer acknowledge that, subject to the indemnification described in Section 10 of this Agreement, neither party 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. e. 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 mutual fund 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 FINRAthe NASD.

Licensing. a. (a) Dealer and Distributor each 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 principalsif applicable, 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 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 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. c. (b) Dealer and Distributor and Dealer agree each 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. Dealer and Distributor each further agree to notify the other promptly in writing of any such action or event. d. (c) Dealer and Distributor and Dealer each 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 acknowledges that, subject to the indemnification described in Section 10 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 Dealer under this Agreement. Without limiting the other party generality of the foregoing, Distributor acknowledges that, subject to the indemnification described in Section 9 of this Agreement, Dealer has no responsibility for the manner of Distributor’s performance of, or for acts or omissions in connection with, the duties and activities performed by Distributor under this Agreement. e. 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. (a) Dealer represents and 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 Service the Shares offer and sell Units of the FundTrusts; and (iv) each of its principalspartners, directors, officers, employees, and agents who will participate or otherwise be involved in the Servicing 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 Service the Shares. b. Distributor 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 Dealer will offer and sell Shares Units 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 SharesTrusts. c. 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. Dealer further agrees to notify ▇▇▇▇▇ ▇▇▇▇ promptly in writing of any such action or event. d. 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 10 of this Agreement, neither party Dealer’s customers and that (ii) ▇▇▇▇▇ ▇▇▇▇ 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. e. 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. Dealer represents Sellers acknowledge that, before Purchaser can operate certain of the Branch Offices, Purchaser must obtain licenses to do so and warrants that: those licenses must permit Purchaser to conduct business under the name of "UC Lending ". Purchaser shall apply for and diligently pursue obtaining those licenses with the objective that it will obtain all such licenses prior to the Closing. In the event Purchaser is unable to secure prior to the Closing all such licenses, then, (a) with respect to each Branch Office for which Purchaser requires further licenses to operate, until such time as Purchaser secures such further licenses, (i) it is a broker-dealer registered with the Securities and Exchange Commission (“SEC”); Purchaser shall not hire any of Sellers' employees in that Branch Office, (ii) it is a member in good standing of to the Financial Industry Regulatory Authority (“FINRA”); extent legally permissible, Purchaser shall operate, at its expense, each such Branch Office under Sellers' licenses, and (iii) it to the extent legally permissible, loans produced by such Branch Offices shall be closed in the name of Sellers and funded by and simultaneously assigned to Purchaser, (b) in the event Sellers in good faith and acting reasonably determine that Purchaser's loan origination products offered or underwriting guidelines being used in a Branch Office after the Closing under Sellers' licenses violate applicable law, rules or regulations or otherwise present Sellers with an undue or material risk of loss, then Sellers shall provide Purchaser with notice that Sellers object (including reasonable detail as to the reasons for Sellers' objections), and Purchaser shall cease such activity (provided, however, that Sellers shall not object to the continued use after Closing of any loan origination product offered or underwriting guidelines used during the Interim Period that does not otherwise violate applicable law, rules or regulations), and (c) Purchaser shall indemnify and hold harmless Sellers from and against any and all claims asserted against and damages, obligations, liabilities and expenses (including, without limitation, reasonable attorneys fees and disbursements) incurred by Sellers in connection with Purchaser's operation of such Branch Offices after the Closing. With respect to each jurisdiction for which Purchaser does not, at the time of the Closing, have all requisite licenses to operate one or more Branch Offices within that jurisdiction, Sellers shall use reasonable, commercial efforts to maintain their licenses in such jurisdiction until the earlier to occur of (i) such time as Purchaser obtains all required licenses in such jurisdiction or, (ii) in the case of New York, the day that is licensed by nine (9) months and, in the appropriate regulatory agency case of each state all other jurisdictions, the day that is six (6) months after the Closing Date. In order to facilitate Purchaser's ability to obtain the licenses as described above, Sellers agree that Purchaser, prior to the Closing, may make such applications or filings as are necessary to use the name "UC Lending " in all jurisdictions in which there exists any Branch Office, and Sellers will provide Purchaser with a letter specifically authorizing the same, which Purchaser may include as a part of its applications or other jurisdiction in which it will Service filings; provided, however, that (x) Purchaser's use of such name under the Shares of applications or other filings shall not be effective until June 1, 1999, (y) Purchaser shall not use such name until the Fund; and Closing occurs and, (ivz) 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 event this Agreement is either appropriately licensed terminated pursuant to Section 9.1 or exempt from such licensing requirements by the appropriate regulatory agency of each state 9.4, Purchaser shall withdraw its applications or other jurisdiction in which it Service the Sharesfilings to use such name. b. Distributor 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 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. 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. 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 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. 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. 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 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 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. c. 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 the 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. Dealer further agrees to notify Distributor promptly in writing of any such action or event. d. Distributor and c. Dealer agree agrees that this Agreement is in all respects subject to the Conduct Rules of the 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 10 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. e. 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 anti-money laundering laws and regulations and applicable guidance issued by the Department of the Treasury, the SEC and the 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 Dealer will Service the offer and sell Shares of the FundFunds; and (iv) each of its principalspartners, directors, officers, employees, employees and agents who will participate or otherwise be involved in the Servicing offer or sale of the Shares or the performance by Dealer of its duties and activities under this Agreement 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 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 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 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 SharesFunds. c. 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) 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. Dealer further agrees to notify the Distributor promptly in writing of any such action or event. d. 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 determination with respect to offers and Dealer acknowledge that, subject sales of Shares of the Funds to Dealer’s customers and that the indemnification described in Section 10 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. e. 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 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.