Common use of Manner of Offering Clause in Contracts

Manner of Offering. The Distributor will comply with the securities laws of any jurisdiction in which it sells, directly or indirectly, any shares of the Trust. The Distributor also agrees to furnish to the Trust sufficient copies of any sales literature it intends to use in connection with any sales of shares in adequate time for the Trust to review such sales literature. The Distributor agrees that it will be responsible for filing and clearing all such sales literature with the proper authorities before the same is put in use to the extent required by applicable law, and not to use the same until so filed and cleared. The Distributor and the Trust each shall have the right to accept or reject orders for the purchase of shares of the Trust. Any consideration which the Distributor may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaser. The Distributor agrees promptly to issue confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Trust, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Trust. If the originating dealer, if any, shall fail to make timely settlement of its purchase order in accordance with the rules of the National Association of Securities Dealers, Inc. or other applicable requirements, the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption of any shares purchased from the Trust within seven days of the redemption request, the Distributor will promptly pay to the Trust the full sales commission paid, if any, with respect to the shares so tendered for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale). The Distributor hereby agrees to act as agent for the Trust in connection with any share repurchase arrangements from time to time offered by the Trust in accordance with the terms of the Trust's Prospectus as from time to time amended.

Manner of Offering. The Distributor (a) No person is authorized to make any representations concerning Shares except those contained in the then current applicable Prospectuses and in sales literature and other materials issued by us supplemental to such Prospectuses. Shares of Funds shall only be offered by means of the then current applicable Prospectus and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchases) and to the terms and conditions herein set forth. We will comply furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the securities laws applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which it sellssuch Shares are not so registered or qualified. (b) You agree to conform to any compliance or offering standards that we may establish from time to time, directly or indirectly, any shares including without limitation standards as to when classes of Shares may appropriately be sold to particular investors. (c) We recognize that you may be subject to the provisions of the TrustXxxxx-Xxxxxxxx Act and other laws governing, among other things, the conduct of activities by federal or state chartered or supervised banks and affiliated organizations. The Distributor also agrees to furnish to the Trust sufficient copies of any sales literature it intends to use in connection with any sales of shares in adequate time for the Trust to review such sales literature. The Distributor agrees that it will be responsible for filing and clearing all such sales literature with the proper authorities before the same is put in use to the extent required by applicable lawBECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMER, and not to use the same until so filed and cleared. The Distributor YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMER. (d) We and the Trust each Investment Companies shall have the right to accept or reject orders for the purchase of shares Shares of any Fund or class thereof. It is understood that for the Trustpurposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by us or an Investment Company. Any consideration which the Distributor you may receive in connection with a rejected purchase order will is to be returned promptly to the prospective purchaserby you. The Distributor agrees promptly to issue confirmations Confirmations of all accepted purchase orders and will be transmitted by the applicable Investment Company or us to transmit a copy of such confirmations to the Trustinvestors, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Trust. If the originating dealer, if any, shall fail to make timely settlement Fund or class of its purchase order in accordance with the rules of the National Association of Securities Dealers, Inc. or other applicable requirements, the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption of any shares purchased from the Trust within seven days of the redemption request, the Distributor will promptly pay to the Trust the full sales commission paid, if any, with respect to the shares so tendered for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale). The Distributor hereby agrees to act as agent for the Trust in connection with any share repurchase arrangements from time to time offered by the Trust in accordance with the terms of the Trust's Prospectus as from time to time amendedShares thereof.

Manner of Offering. The Distributor will comply with conform to the securities laws of any jurisdiction in which it sells, directly or indirectly, any shares of the Trust. The Distributor also agrees to furnish to the Trust sufficient copies of any sales literature it intends to use in connection with any sales of shares in adequate time for the Trust to review such sales literature. The Distributor agrees that it will be responsible for filing and clearing all such sales literature with the proper authorities before the same is put in use to the extent required by applicable law, and not to use the same until so filed and cleared. The Distributor and the Trust each shall have the right to accept or reject orders for the purchase of shares of the Trust. Any consideration which the Distributor may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaser. The Distributor agrees promptly to issue confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Trust, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Trust. If the originating dealer, if any, dealer shall fail to make timely settlement of its purchase order in accordance with the rules of the National Association of Securities Dealers, Inc. or other applicable requirementsInc., the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption of any shares purchased from the Trust within seven days of the redemption request, the Distributor will promptly pay to the Trust the full sales commission paid, if any, paid with respect to the shares so tendered for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale), and no 12b-1 or other payments shall be payable with respect thereto. The Distributor hereby agrees to act as agent for the Trust in connection with any share repurchase arrangements from time to time offered by the Trust in accordance with the terms of the Trust's Prospectus as from time to time amended.

Manner of Offering. The Distributor (a) No person is authorized to make any representations concerning Shares except those contained in the then current applicable Prospectuses and in sales literature and other materials issued by us supplemental to such Prospectuses. Shares of Funds shall only be offered by means of the then current applicable Prospectus and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchases) and to the terms and conditions herein set forth. We will comply furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the securities laws applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which it sellssuch Shares are not so registered or qualified. (b) You agree to conform to any compliance or offering standards that we may establish from time to time, directly or indirectly, any shares including without limitation standards as to when classes of Shares may appropriately be sold to particular investors. (c) We recognize that you may be subject to the provisions of the TrustGlass-Steagall Acx xxx xxxxx xxws governing, among other things, the conduct of activities by federal or state chartered or supervised banks and affiliated organizations. The Distributor also agrees to furnish to the Trust sufficient copies of any sales literature it intends to use in connection with any sales of shares in adequate time for the Trust to review such sales literature. The Distributor agrees that it will be responsible for filing and clearing all such sales literature with the proper authorities before the same is put in use to the extent required by applicable lawBECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMER, and not to use the same until so filed and cleared. The Distributor YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMER. (d) We and the Trust each Investment Companies shall have the right to accept or reject orders for the purchase of shares Shares of any Fund or class thereof. It is understood that for the Trustpurposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by us or an Investment Company. Any consideration which the Distributor you may receive in connection with a rejected purchase order will is to be returned promptly to the prospective purchaserby you. The Distributor agrees promptly to issue confirmations Confirmations of all accepted purchase orders and will be transmitted by the applicable Investment Company or us to transmit a copy of such confirmations to the Trustinvestors, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Trust. If the originating dealer, if any, shall fail to make timely settlement Fund or class of its purchase order in accordance with the rules of the National Association of Securities Dealers, Inc. or other applicable requirements, the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption of any shares purchased from the Trust within seven days of the redemption request, the Distributor will promptly pay to the Trust the full sales commission paid, if any, with respect to the shares so tendered for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale). The Distributor hereby agrees to act as agent for the Trust in connection with any share repurchase arrangements from time to time offered by the Trust in accordance with the terms of the Trust's Prospectus as from time to time amendedShares thereof.

Manner of Offering. The Distributor (a) No person is authorized to make any representations concerning Shares except those contained in the then current applicable Prospectuses and in sales literature and other materials issued by us supplemental to such Prospectuses. Shares of Funds shall only be offered by means of the then current applicable Prospectus and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchases) and to the terms and conditions herein set forth. We will comply furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the securities laws applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which it sellssuch Shares are not so registered or qualified. (b) You agree to conform to any compliance or offering standards that we may establish from time to time, directly or indirectly, any shares including without limitation standards as to when classes of Shares may appropriately be sold to particular investors. (c) We recognize that you may be subject to the provisions of the TrustGlass-Steagall Act and other laws governing, among other things, thx xxxxxxx xx xctivities by federal or state chartered or supervised banks and affiliated organizations. The Distributor also agrees to furnish to the Trust sufficient copies of any sales literature it intends to use in connection with any sales of shares in adequate time for the Trust to review such sales literature. The Distributor agrees that it will be responsible for filing and clearing all such sales literature with the proper authorities before the same is put in use to the extent required by applicable lawBECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMER, and not to use the same until so filed and cleared. The Distributor YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMER. (d) We and the Trust each Investment Companies shall have the right to accept or reject orders for the purchase of shares Shares of any Fund or class thereof. It is understood that for the Trustpurposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by us or an Investment Company. Any consideration which the Distributor you may receive in connection with a rejected purchase order will is to be returned promptly to the prospective purchaserby you. The Distributor agrees promptly to issue confirmations Confirmations of all accepted purchase orders and will be transmitted by the applicable Investment Company or us to transmit a copy of such confirmations to the Trustinvestors, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Trust. If the originating dealer, if any, shall fail to make timely settlement Fund or class of its purchase order in accordance with the rules of the National Association of Securities Dealers, Inc. or other applicable requirements, the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption of any shares purchased from the Trust within seven days of the redemption request, the Distributor will promptly pay to the Trust the full sales commission paid, if any, with respect to the shares so tendered for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale). The Distributor hereby agrees to act as agent for the Trust in connection with any share repurchase arrangements from time to time offered by the Trust in accordance with the terms of the Trust's Prospectus as from time to time amendedShares thereof.

Manner of Offering. (a) No person is authorized to make or rely on any representations concerning Shares except those contained in the Prospectus and in any sales literature or other material issued by USBCC supplemental to such Prospectus, and used in conformity with applicable rules or conditions. Shares shall only be offered by means of the Prospectus, and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws and regulations, including without limitation the rules of the NASD. All offerings of Shares by you shall be subject to the conditions set forth in the Prospectus (including the minimum purchase amount) and to the terms and conditions herein set forth. The Distributor Fund’s transfer agent will furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the Prospectus and any required point of sale disclosure document(s) prior to or at the time such customer purchases Shares in accordance with applicable federal and state securities laws and regulations, including without limitation the Securities Act of 1933, as amended (the “1933 Act”), and promptly will forward to USBCC any customer request for a copy of the applicable Statement of Additional Information. You agree that you will not use any other offering materials for the Funds without USBCC’s prior written consent. (b) Sales and exchanges of Shares only may be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. USBCC agrees to advise you of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify USBCC and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified. In the event that you offer Shares outside the United States, you agree to comply with the securities laws of any jurisdiction in which it sellsapplicable laws, directly or indirectly, any shares rules and regulations of the Trust. The Distributor also agrees regulatory authority having jurisdiction over such sales, including any regulations of United States military authorities applicable to furnish solicitations to military personnel. (c) As distributor of the Trust sufficient copies of any sales literature it intends to use in connection with any sales of shares in adequate time for the Trust to review such sales literature. The Distributor agrees that it will be responsible for filing and clearing all such sales literature with the proper authorities before the same is put in use to the extent required by applicable lawShares, and not to use the same until so filed and cleared. The Distributor and the Trust each USBCC shall have the authority to take such action as USBCC may reasonably determine advisable in respect of all matters pertaining to the distribution of such Shares. (d) USBCC shall have the unconditional right to accept or reject orders for the purchase of shares of Shares. It is understood that for the Trustpurposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by a Fund or USBCC. Any consideration which the Distributor that you may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaserpromptly. The Distributor agrees promptly to issue Fund’s transfer agent will transmit confirmations of all accepted purchase orders and to transmit a copy of such confirmations for Shares to the Trust, orinvestor or to you, if so directed, authorized. (e) You agree that it is your responsibility to any duly appointed transfer or shareholder servicing agent of determine the Trust. If the originating dealer, if any, shall fail to make timely settlement of its purchase order in accordance with the rules of the National Association of Securities Dealers, Inc. or other applicable requirements, the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption suitability of any shares purchased from the Trust within seven days of the redemption requestShares as investments for your customers, the Distributor will promptly pay to the Trust the full sales commission paid, if any, with respect to the shares so tendered and that we have no responsibility for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale). The Distributor hereby agrees to act as agent for the Trust in connection with any share repurchase arrangements from time to time offered by the Trust in accordance with the terms of the Trust's Prospectus as from time to time amendeddetermination.

Manner of Offering. The Distributor will comply Company agrees with the securities laws of any jurisdiction in which it sellsAdvisor that: (a) The Company will not, directly or indirectly, make any shares offer or sale of any of the TrustSecurities or any securities of the same or similar class as the Securities, the result of which would cause the offer and sale of the Securities to fail to be entitled to the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "Act') and the Rules of Regulation D under the Act or unreasonably limit the availability of a public registered offering for an offering in which the Advisor will act. The Distributor also agrees to furnish Company represents and warrants to the Trust sufficient copies Advisor that it has not, directly or indirectly, made any offers or sales of the Securities or securities, which offers and sales would not cause the offering of the Securities contemplated hereunder to fail to be entitled to the exemption from registration afforded by Section 4(2) of the Act. As used herein, the terms "offer" and "sale" have the meanings specified in Section 2(3) of the Act. Integral Technologies, Inc. October 1, 2010 (b) The Company will fully cooperate with the Advisor in any sales literature due diligence investigation reasonably requested by the Advisor with respect to the offer and sale of the Securities and will furnish the Advisor with such information, including financial statements, with respect to the business, operations, assets, liabilities, financial condition and prospects of the Company as the Advisor may reasonably request in order to permit it intends to assist the Company in preparing a Private Placement Memorandum, registration statement or similar document, for use in connection with the offering of the Securities. The Advisor may rely upon the accuracy and completeness of all such information, and the Company acknowledges that the Advisor has not been retained to independently verify any sales of shares in adequate time such information. The Company will be solely responsible for the Trust contents of the Private Placement Memorandum, registration statement and any and all other written or oral communications provided by or on behalf of the Company to review any actual or prospective purchaser of the Securities, and the Company represents and warrants that the Private Placement Memorandum (other than with respect to any financial projections contained therein, if any), registration statement, and such sales literatureother communications will not, as of the date of the offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. With respect to any financial projections that may be contained in the Private Placement Memorandum (the "Projections"), the Company represents and warrants that the Projections will be made with a reasonable basis and in good faith and that the Projections will represent the best then available estimate and judgment as to the future financial performance of the Company based on the assumptions to be disclosed therein, which assumptions will be all the assumptions that are material in forecasting the financial results of the Company and which will reflect the best then available estimate of the events, contingencies and circumstances described therein. The Distributor Company authorizes the Advisor to provide the Private Placement Memorandum and other offering communications to prospective and final purchasers of the Securities. If at any time prior to the completion of the offer and sale of the Securities an event occurs that would cause the Private Placement Memorandum (as supplemented or amended), registration statement or other selling communications to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or that would cause a material change in the Company's view of the likelihood of achievement of the Projections or the reasonableness of the underlying assumptions, then the Company will notify the Advisor immediately of such event, and the Advisor will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or amendment to the Private Placement Memorandum, registration statement and selling communications that corrects such statement or omission or revises the Projections or such assumptions. (c) To the extent that the offering is designated as one to be made pursuant to Regulation D under the Act, the offer and sale of the Securities will comply with certain requirements of Regulation D, including, without limitation, the requirements that: Integral Technologies, Inc. October 1, 2010 (i) The Company will not offer or sell the Securities by means of any form of general solicitation or general advertising. (ii) The Company will not offer or sell the Securities to any person who is not an "accredited investor" (as defined in Rule 501 under the Act). (iii) The Company will exercise reasonable care to assure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act and, without limiting the foregoing, that such purchasers will comply with Rule 502(d) under the Act. (iv) The Company will not make any filings with the Securities and Exchange Commission with respect to the offer and sale of the Securities without prior notification to the Advisor. (d) The Company shall cause to be furnished to the Advisor at each closing of a sale of Securities copies of such agreements, opinions, certificates and, as the Advisor may reasonably request, any other documents (including, without limitation, accountant's letters) that may be exchanged or provided at the Closing. In addition, the Company shall be deemed to make all the representations and warranties to the Advisor that the Company each has made to the purchasers of Securities in any purchase agreement or other document, and the Advisor shall be entitled to rely upon the same opinions of counsel and accountant's letters that are provided to purchasers of the Securities. (e) The Company agrees that it will be solely responsible for filing and clearing all such sales literature with the proper authorities before the same is put in use to the extent required by applicable law, and not to use the same until so filed and cleared. The Distributor and the Trust each shall have the right to accept or reject orders for the purchase of shares of the Trust. Any consideration which the Distributor may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaser. The Distributor agrees promptly to issue confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Trust, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Trust. If the originating dealer, if any, shall fail to make timely settlement of its purchase order in accordance with the rules of the National Association of Securities Dealers, Inc. or other applicable requirements, the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption of any shares purchased from the Trust within seven days of the redemption request, the Distributor will promptly pay to the Trust the full sales commission paid, if any, state securities law compliance with respect to the shares so tendered for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt its offer and sale of the same from Securities, including the selected dealer responsible for the sale)making of any filings or taking other actions required under applicable state securities laws. The Distributor hereby agrees to act as agent for the Trust in connection with any share repurchase arrangements from time to time offered Compliance by the Trust in accordance Company with the terms of the Trust's Prospectus as from time to time amendedstate securities laws will be at their sole expense.

Manner of Offering. (a) No person is authorized to make or rely on any representations concerning Shares except those contained in the Prospectus and in any sales literature or other material issued by USBCC supplemental to such Prospectus, and used in conformity with applicable rules or conditions. Shares shall only be offered by means of the Prospectus, and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws and regulations, including without limitation the rules of the FINRA. All offerings of Shares by you shall be subject to the conditions set forth in the Prospectus (including the minimum purchase amount) and to the terms and conditions herein set forth. The Distributor Fund's transfer agent will furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the Prospectus and any required point of sale disclosure document(s) prior to or at the time such customer purchases Shares in accordance with applicable federal and state securities laws and regulations, including without limitation the Securities Act of 1933, as amended (the "1933 Act"), and promptly will forward to USBCC any customer request for a copy of the applicable Statement of Additional Information. You agree that you will not use any other offering materials for the Funds without USBCC's prior written consent. (b) Sales and exchanges of Shares only may be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. USBCC agrees to advise you of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify USBCC and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified. In the event that you offer Shares outside the United States, you agree to comply with the securities laws of any jurisdiction in which it sellsapplicable laws, directly or indirectly, any shares rules and regulations of the Trust. The Distributor also agrees regulatory authority having jurisdiction over such sales, including any regulations of United States military authorities applicable to furnish solicitations to military personnel. (c) As distributor of the Trust sufficient copies of any sales literature it intends to use in connection with any sales of shares in adequate time for the Trust to review such sales literature. The Distributor agrees that it will be responsible for filing and clearing all such sales literature with the proper authorities before the same is put in use to the extent required by applicable lawShares, and not to use the same until so filed and cleared. The Distributor and the Trust each USBCC shall have the authority to take such action as USBCC may reasonably determine advisable in respect of all matters pertaining to the distribution of such Shares. (d) USBCC shall have the unconditional right to accept or reject orders for the purchase of shares of Shares. It is understood that for the Trustpurposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by a Fund or USBCC. Any consideration which the Distributor that you may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaserpromptly. The Distributor agrees promptly to issue Fund's transfer agent will transmit confirmations of all accepted purchase orders and to transmit a copy of such confirmations for Shares to the Trust, orinvestor or to you, if so directed, authorized. (e) You agree that it is your responsibility to any duly appointed transfer or shareholder servicing agent of determine the Trust. If the originating dealer, if any, shall fail to make timely settlement of its purchase order in accordance with the rules of the National Association of Securities Dealers, Inc. or other applicable requirements, the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption suitability of any shares purchased from the Trust within seven days of the redemption requestShares as investments for your customers, the Distributor will promptly pay to the Trust the full sales commission paid, if any, with respect to the shares so tendered and that we have no responsibility for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale). The Distributor hereby agrees to act as agent for the Trust in connection with any share repurchase arrangements from time to time offered by the Trust in accordance with the terms of the Trust's Prospectus as from time to time amendeddetermination.

Manner of Offering. (a) The Distributor will comply Registrable Securities so registered may be sold from time to time to purchasers directly in one or more transactions or in transactions involving broker-dealers who may place the shares in bulk trades or otherwise, but not in underwritten transactions on either a firm commitment basis or a best efforts basis pursuant to a written agreement with an underwriter without the securities laws consent of the Company. The Initiating Holder may request that the offering of the Registrable Securities be effected through an underwriting and, provided that all other Holders registering Registrable Securities in the offering concur, the Company may, in its sole discretion, consent to such an offering. (b) In the event that the Company consents to effect a registration pursuant to paragraph 2 as a registered public offering involving an underwriting, the Company shall so advise the Holders. In such event, the right of any jurisdiction Holder to registration pursuant to paragraph 2 shall be conditioned upon such Holder's participation in which it sells, directly or indirectly, any shares of the Trustunderwriting arrangements required by this paragraph 3. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with a managing underwriter selected for such underwriting by the Company. The Distributor also agrees to furnish to the Trust sufficient copies Company, on its own behalf or on behalf of any sales literature it intends to use in connection with any sales of shares in adequate time for the Trust to review such sales literature. The Distributor agrees that it will be responsible for filing and clearing all such sales literature with the proper authorities before the same is put in use to the extent required by applicable lawits shareholders, and not to use the same until so filed and cleared. The Distributor and the Trust each shall have the right to accept include any of the Company's securities in such registration; provided, that if, in the case of a firm commitment underwriting, the total amount of securities, including Registrable Securities, requested to be included in such offering exceeds the amount of securities that the managing underwriters reasonably believe compatible with the success of the offering, then the Company shall exclude all or reject orders for such specified portion of such securities to be registered on behalf of the purchase Company or its shareholders from such underwritten offering and will select, in its sole discretion, the securities to be so excluded from such offering, and there shall be included in the offering only that number of Registrable Securities which the managing underwriter believes will not jeopardize the success of the offering. If the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the Trust. Any consideration which the Distributor may receive registration and underwriting shall be allocated among all Holders thereof in connection with a rejected purchase order will be returned promptly proportion, as nearly as practicable, to the prospective purchaserrespective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. The Distributor agrees promptly to issue confirmations of all accepted purchase orders and to transmit a copy of such confirmations to No Registrable Securities excluded from the Trust, or, if so directed, to any duly appointed transfer or shareholder servicing agent underwriting by reason of the Trustmanaging underwriter's marketing limitation shall be included in such registration. If To facilitate the originating dealer, if any, shall fail to make timely settlement allocation of its purchase order shares in accordance with the rules of the National Association of Securities Dealers, Inc. or other applicable requirementsabove provisions, the Distributor shall have Company or the right to cancel such purchase order and to hold managing underwriter may round the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable number of shares allocated to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant Holder to the provisions hereof in such name or names and amounts as the Distributor may request from time to timenearest 100 shares. The Distributor agrees that if If any person tenders to the Trust for redemption Holder of any shares purchased from the Trust within seven days Registrable Securities disapproves of the redemption request, the Distributor will promptly pay to the Trust the full sales commission paid, if any, with respect to the shares so tendered for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale). The Distributor hereby agrees to act as agent for the Trust in connection with any share repurchase arrangements from time to time offered by the Trust in accordance with the terms of the Trust's Prospectus underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holder. The Registrable Securities and/or other securities so withdrawn also shall be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as from time to time amendedthe Company or the underwriters may require.

Manner of Offering. The Distributor (a) No person is authorized to make any representations concerning Shares except those contained in the then current applicable Prospectuses and in sales literature and other materials issued by us supplemental to such Prospectuses. Shares of Funds shall only be offered by means of the then current applicable Prospectus and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchases) and to the terms and conditions herein set forth. We will comply furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the securities laws applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which it sellssuch Shares are not so registered or qualified. (b) You agree to conform to any compliance or offering standards that we may establish from time to time, directly or indirectly, any shares including without limitation standards as to when classes of Shares may appropriately be sold to particular investors. (c) We recognize that you may be subject to the provisions of the TrustXxxxx-Xxxxxxxx Act and other laws governing, among other things, the conduct of activities by federal or state chartered or supervised banks and affiliated organizations. The Distributor also agrees to furnish to the Trust sufficient copies of any sales literature it intends to use in connection with any sales of shares in adequate time for the Trust to review such sales literatureBECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMER, YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMER. The Distributor agrees that it will be responsible for filing and clearing all such sales literature with the proper authorities before the same is put in use to the extent required by applicable law, and not to use the same until so filed and cleared. The Distributor 5 (d) We and the Trust each Investment Companies shall have the right to accept or reject orders for the purchase of shares Shares of any Fund or class thereof. It is understood that for the Trustpurposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by us or an Investment Company. Any consideration which the Distributor you may receive in connection with a rejected purchase order will is to be returned promptly to the prospective purchaserby you. The Distributor agrees promptly to issue confirmations Confirmations of all accepted purchase orders and will be transmitted by the applicable Investment Company or us to transmit a copy of such confirmations to the Trustinvestors, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Trust. If the originating dealer, if any, shall fail to make timely settlement Fund or class of its purchase order in accordance with the rules of the National Association of Securities Dealers, Inc. or other applicable requirements, the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption of any shares purchased from the Trust within seven days of the redemption request, the Distributor will promptly pay to the Trust the full sales commission paid, if any, with respect to the shares so tendered for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale). The Distributor hereby agrees to act as agent for the Trust in connection with any share repurchase arrangements from time to time offered by the Trust in accordance with the terms of the Trust's Prospectus as from time to time amendedShares thereof.

Manner of Offering. (a) The Distributor Underwriter will comply with conform to the securities laws of any jurisdiction in which it sells, directly or indirectly, any shares of the TrustShares. The Distributor Underwriter also agrees to furnish to the Trust sufficient copies of any agreements, plans or sales literature it intends to use in connection with any sales of shares in adequate time for the Trust to review such sales literature. The Distributor agrees that it will be responsible for filing and clearing all such sales literature Shares with the proper authorities before the same is they are put in use to the extent required by applicable lawuse, and not to use the same them until so filed and cleared. (b) The Underwriter shall, directly or indirectly through the Index Receipt Agent (defined in Section 16 of this Agreement), receive and process orders for purchases and redemptions of Creation Units of a Fund from participants in the Depository Trust Corporation ("DTC" and such participants, "DTC Participants") or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation that have executed a Participant Agreement (defined below) ("Authorized Participants") with the Underwriter and the Index Receipt Agent of the Fund. The Distributor Underwriter, directly or indirectly through the Index Receipt Agent, shall transmit such orders to the Fund in accordance with the Registration Statement (and any amendment or supplement thereto) relating to the Fund; provided that, nothing herein shall affect or limit the right and ability of the Fund custodian to accept Deposit Securities (as defined in the Registration Statement, including any amendments or supplements thereto, related to the Fund) and related Cash Components (as defined in the Registration Statement, including any amendments or supplements thereto, related to the Fund) through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement (and any amendment or supplement thereto) relating to the Fund. The Trust acknowledges that the Underwriter shall not be obligated to accept any certain number of orders for Creation Units and has no role in determining which securities are to be purchased or sold by the Trust and nothing herein contained shall prevent the Underwriter from entering into like distribution arrangements with other investment companies. (c) The Underwriter agrees to use commercially reasonable efforts to act as agent of the Trust with respect to the continuous distribution of Creation Units of each Fund as set forth in the Registration Statement (and any amendment or supplement thereto) relating to the Fund and in accordance with the provisions thereof. The Underwriter further agrees as follows: (i) at the request of the Trust, the Underwriter shall enter into participant agreements ("Participant Agreements") between and among Authorized Participants, the Underwriter and the Index Receipt Agent for the Funds, for the purchase of Creation Units of the Funds in accordance with the Registration Statement (and any amendment or supplement thereto) relating to the Funds; (ii) the Underwriter shall generate, transmit to purchasers and redeemers, and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust each promptly upon request); (iii) the Underwriter may reject any orders not submitted in proper form or in a timely manner; (iv) the Underwriter shall deliver copies of the Prospectus, included in the Registration Statement, to purchasers of such Creation Units and, periodic fund reports, as applicable, and upon request, the Statement of Additional Information; and (v) the Underwriter shall maintain telephonic, facsimile and/or access to direct computer communications links with the Index Receipt Agent of the Funds. (d) The Underwriter agrees to use all reasonable efforts to facilitate the sale of Creation Units through Authorized Participants in accordance with the procedures set forth in the Registration Statement (and any amendment or supplement thereto) relating to the Funds. (e) All activities by the Underwriter and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement (and any amendment or supplement thereto) relating to the Funds, the instructions of the Fund's investment adviser and the Board, this Agreement and the Amended Master Trust Agreement (defined below), and all applicable laws, rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended ("1940 Act") by the Securities and Exchange Commission ("SEC") or any securities association registered under the Exchange Act of 1934, as amended, including the Financial Industry Regulatory Authority ("FINRA") and the listing exchanges. (f) If, and whenever, the determination of net asset value for a Fund is suspended, and until such suspension is terminated, no further orders for Creation Units will be processed by the Underwriter except such unconditional redemption orders as may have been placed with the right Underwriter before it had knowledge of the suspension, if required by the 0000 Xxx. (g) The Underwriter shall provide to, or cause to be provided to, the listing exchanges of the Funds copies of Prospectuses and Statements of Additional Information to be provided to purchasers in the secondary market. The Underwriter will generally make it known in the brokerage community that Prospectuses and Statements of Additional Information are available, including by (i) advising the listing exchanges on behalf of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by the Underwriter with FINRA, and (iii) as may otherwise be required by the SEC. (h) The Underwriter shall work with the Index Receipt Agent to review and accept or reject orders for placed by Authorized Participants and transmitted to or by the purchase Underwriter by or to the Index Receipt Agent. (i) The Trust agrees to issue Creation Units of shares each Fund identified in Schedule A hereto and Distributed Shares, as the case may be, and to request DTC to record on its books the ownership of the Trust. Any consideration which the Distributor may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaser. The Distributor agrees promptly to issue confirmations of all accepted purchase orders and to transmit a copy of Shares constituting such confirmations to the Trust, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Trust. If the originating dealer, if any, shall fail to make timely settlement of its purchase order Creation Units in accordance with the rules of book-entry system procedures described in the National Association of Securities Dealers, Inc. Registration Statement (and any amendment or supplement thereto) relating to the Fund in such amounts as the Underwriter has requested through the Index Receipt Agent in writing or other applicable requirementsmeans of data transmission, the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees as promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized as practicable after receipt by the Trust for either of the requisite Deposit Securities and Cash Component (together with any fees) and acceptance of such reasons order, upon the terms described in respect of other purchase ordersthe Registration Statement (and any amendment or supplement thereto) relating to the Fund. The Trust shall register may reject any order for Creation Units or cause to be registered stop all shares sold by the Distributor pursuant receipts of such orders at any time upon reasonable notice to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption of any shares purchased from the Trust within seven days of the redemption requestUnderwriter, the Distributor will promptly pay to the Trust the full sales commission paid, if any, with respect to the shares so tendered for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale). The Distributor hereby agrees to act as agent for the Trust in connection with any share repurchase arrangements from time to time offered by the Trust in accordance with the terms provisions of the Registration Statement (and any amendment or supplement thereto) relating to the Fund and the 1940 Act. In addition, the Trust reserves the right to suspend sales and the Underwriter's authority to process purchase orders for Creation Units on behalf of the Trust's Prospectus , upon due notice to the Underwriter, if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as from time to time amendedmay be determined by the Trust.