Common use of MARKETING MATERIALS AND REPRESENTATIONS Clause in Contracts

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares other than those consistent with the Trust’s then-current Prospectus or promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or the Distributor. The Participant understands that the Trust and the Funds will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and the Prospectus will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units only. b. Notwithstanding anything to the contrary in this Agreement, the Participant and its affiliates may prepare and circulate in the regular course of their businesses research reports and other similar material that includes information, opinions or recommendations relating to the Shares (“Section 8.b Materials”), provided that such materials comply with applicable Law. c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, --------------------------------------- warrants and agrees that it will not make any representations concerning Shares iShares other than those consistent with contained in the Trust’s then-Fund's then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares iShares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or the Distributor. The Participant understands that the Trust and the Funds Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) fund, which offer offers redeemable securities, and that any advertising materials will prominently disclose that the individual Shares iShares are not redeemable units of beneficial interest in the TrustFund. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and iShares, including the Prospectus Fund's Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares iShares may acquire Shares iShares and tender Shares iShares for redemption to the Trust Fund in Creation Units Unit aggregations only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Distributor prepare and circulate in the regular course of their businesses its business research reports and other similar material that includes include information, opinions or recommendations relating to the Shares iShares (“Section 8.b Materials”)i) for public dissemination, provided that such materials comply research reports compare the relative merits and benefits of iShares with applicable Lawother products and are not used for purposes of marketing iShares and (ii) for internal use by the Participant. c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares Shares, the Trust or any Series other than those contained in or consistent with the Trust’s then-current Prospectus for each Series or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or and the Distributor. The Participant understands that the Trust and the Funds or any of its Series will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units Unit aggregations only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Trust or the Distributor prepare and circulate in the regular course of their businesses its business or for internal use, research reports institutional sales literature (as such term in defined in NASD Rule 2211 or any successor rule), correspondence (as such term is defined in NASD Rule 2211 or any successor rule) and other similar material materials that includes include information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such materials comply with applicable Law. c. NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in such reports, sales literature, correspondence, communications or other similar materials will not contain any untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding the Shares, such statements of fact will be consistent with the Prospectus of the Series to which such Shares relate. As between the Trust and Distributor on one hand and the Participant on the other, Participant agrees that Participant shall be fully responsible and liable for such reports, sales literature, correspondence, communications or other similar materials. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any FundSeries, the Trust, including Trust or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning the Shares for marketing purposes other than those consistent with contained in the Trust’s then-current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust Distributor or as otherwise approved in writing by Distributor or the DistributorTrust. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials for marketing purposes relating to the Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or the Distributor. The Participant understands that the Funds comprising the Trust and the Funds will not be advertised or marketed as open-end investment companies (companies, i.e., as mutual funds) , which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not individually redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus Trust’s Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units Unit aggregations only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may or an affiliate of the Participant may, without the written approval of the Distributor, prepare and circulate in the regular course of their businesses its business research reports and other similar material that includes include information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)i) for public dissemination, provided that such materials comply research reports compare the relative merits and benefits of Shares with applicable Lawother products and are not used for purposes of marketing Shares and (ii) for internal use by the Participant. c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares other than those contained in or consistent with the Trust’s then-then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or and the Distributor. The Participant understands that the Trust and the Funds or any of its Series will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units Unit aggregations only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Trust or the Distributor prepare and circulate in the regular course of their businesses its business or for internal use, research reports institutional sales literature (as such term in defined in NASD Rule 2211 or any successor rule), correspondence (as such term is defined in NASD Rule 2211 or any successor rule) and other similar material materials that includes include information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such materials comply with applicable Law. c. NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in such reports, sales literature, correspondence, communications or other similar materials will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding the Shares, such statements of fact will be consistent wit the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, Participant agrees that Participant shall be fully responsible and liable for such reports, sales literature, correspondence, communications or other similar materials. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any FundSeries, the Trust, including Trust or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares other than those consistent with in the Trust’s then-then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or the Distributor. The Participant understands that the Trust and the Funds will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units Unit aggregations only. b. Notwithstanding anything to the contrary in this Agreement, the Participant and its affiliates may prepare and circulate in the regular course of their businesses research reports and other similar material that includes information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such materials comply with applicable Law. c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including Trust or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants warrants, and agrees that it will the Participant shall not make any representations concerning Shares Shares, the Trust, or the Series, other than those contained in or consistent with the Trust’s then-then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or and the Distributor. The Participant understands that the Trust and or any of the Funds will Trust’s Series shall not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will shall prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus will Prospectus, shall disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates Participant, without the written approval of the Trust or the Distributor, may prepare and circulate in the regular course of their businesses the Participant’s business or for internal use, research reports institutional sales literature (as such term in defined in NASD Rule 2211 or any successor rule), correspondence (as such term is defined in NASD Rule 2211 or any successor rule), and other similar material materials that includes include information, opinions opinions, or recommendations relating to the Shares (“Section 8.b Materials”)Shares; provided, provided that such said materials comply with applicable Law. c. NASD rules (or comparable FINRA rules, if said NASD rules subsequently are repealed, rescinded, or otherwise are replaced by FINRA rules) and are not used for purposes of marketing Shares. The Participant agrees that any representation or statement in such reports, sales literature, correspondence, communications, or other similar materials shall not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent said materials include statements of fact regarding the Shares, said statements of fact shall be consistent with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for said reports, sales literature, correspondence, communications, or other similar materials. Participant agrees that, so long as this Agreement remains in effect, it the Participant may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fundrelevant Series, the Trust, including Trust or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants warrants, and agrees that it will not make any representations concerning Shares Fund Shares, the Trust or the Funds in any Marketing Materials, as defined below, other than those consistent with the Trust’s then-Funds’ then current Prospectus Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, written promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs signs, or other similar materialsmaterials relating to Fund Shares (“Marketing Materials”), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust Distributor. The Distributor agrees (i) to respond to the Participant as soon as practicable, upon receipt of such Marketing Materials approval request from the Participant, and (ii) that such approval shall not be unreasonably withheld. Marketing Materials shall not include, for all purposes under this Agreement: (i) written materials of any kind that generally mention a Fund without recommending the Fund (including in connection with a list of products sold through Participant or in the Distributorcontext of asset allocations), (ii) materials prepared and used for the Participant’s internal use only, (iii) brokerage communications, including correspondence and institutional communications, as defined under FINRA rules, prepared by the Participant in the normal course of its business and (iv) research reports as described this Section 4. The Participant understands that the Trust and the Funds Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) which offer redeemable securitiesfund, and that any advertising materials Marketing Materials will prominently disclose that the individual Fund Shares are not redeemable units of beneficial interest in the Trustindividually redeemable. In addition, the Participant understands that any advertising material Marketing Material that addresses redemptions redemption of Fund Shares and the Prospectus will disclose that Shares are not individually redeemable and that the owners of Fund Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Units only. b. Units. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Distributor prepare and circulate in the regular course of their businesses its business research reports and other similar material that includes include information, opinions opinions, or recommendations relating to the Fund Shares (“Section 8.b Materials”)for public dissemination, provided that such materials research reports comply with applicable Lawlaw. c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants warrants, and agrees that it will that, in connection with the offer and sale of the Shares, the Participant shall not make any representations concerning Shares Shares, the Trust, or the Series, other than those contained in or consistent with the Trust’s then-then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or and the Distributor. The Participant understands that the Trust and or any of the Funds will Trust’s Series shall not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will shall prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus will Prospectus, shall disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units only. b. . Notwithstanding anything to the contrary in this Agreement, the Participant and its affiliates the Participant’s affiliates, without the approval of the Distributor or the Trust, may prepare and circulate circulate, in the regular course of their businesses research reports the Participant’s and the Participant’s affiliates’ businesses, research, reports, sales literature, institutional communications (as said term is defined in FINRA Rule 2210 or any successor rule), correspondence (as said term is defined in FINRA Rule 2210 or any successor rule), and other similar materials in compliance with applicable FINRA rules. The Participant agrees that any representation or statement in said research, reports, sales literature, institutional communications, correspondence, and other similar materials shall not contain any untrue statement of a material that includes informationfact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, opinions or recommendations relating to the Shares (“Section 8.b Materials”)extent said materials include statements of fact regarding the Shares, provided said statements of fact shall be consistent with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that such the Participant shall be fully responsible and liable for said research, reports, sales literature, institutional communications, correspondence, and other similar materials comply with applicable Law. c. used by the Participant and the Participant’s employees. Participant agrees that, so long as this Agreement remains in effect, it the Participant may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fundrelevant Series, the Trust, including Trust or as may be necessary to meet applicable legal and/or regulatory requirements. The Distributor agrees that the Distributor shall not, and shall cause the Trust and each relevant Series not to, mention the Participant by name in the Prospectus or registration statement for any Series or in any marketing materials related to any Series or to suggest or indicate either orally or in writing that the Participant is acting as an underwriter for the Shares or any Series.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares iShares other than those consistent with contained in the Trust’s then-Fund's then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares iShares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or the Distributor. The Participant understands that the Trust and the Funds Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) fund, which offer offers redeemable securities, and that any advertising materials will prominently disclose that the individual Shares iShares are not redeemable units of beneficial interest in the TrustFund. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and iShares, including the Prospectus Fund's Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares iShares may acquire Shares iShares and tender Shares iShares for redemption to the Trust Fund in Creation Units Unit aggregations only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Distributor prepare and circulate in the regular course of their businesses its business research reports and other similar material that includes include information, opinions or recommendations relating to the Shares iShares (“Section 8.b Materials”)i) for public dissemination, provided that such materials comply research reports compare the relative merits and benefits of iShares with applicable Lawother products and are not used for purposes of marketing iShares and (ii) for internal use by the Participant. c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will shall not make any representations concerning Shares Fund Shares, the Company, or the Funds (other than those consistent with the Trust’s then-Funds' then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor). The Participant agrees shall not to furnish (or cause to be furnished furnished) to any person or (nor shall it display or publish publish) any written information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs signs, or other similar materialsmaterials , but excluding written materials of any kind that generally mention a Fund without recommending the Fund (including in connection with a list of products sold through Participant or in the context of asset allocations), materials prepared and used for the Participant's internal use only, and research reports), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or the Distributor. The Participant understands that the Trust and the Funds will Fund shall not be advertised or marketed as an open-end investment companies company (i.e., as a mutual funds) which offer redeemable securitiesfund), and that any all advertising materials will prominently disclose that the individual Fund Shares are not redeemable units of beneficial interest in the Trustindividually redeemable. In addition, the Participant understands that any advertising material that addresses redemptions redemption of Fund Shares and the Prospectus will disclose that Shares are not individually redeemable and that the owners of Fund Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Units only. b. Units. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may prepare and circulate (in the regular course of their businesses its business and without the written approval of the Distributor or the Company) prepare and circulate sales commentary, desk commentary and research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination; (ii) for internal use by the Participant; or (iii) for research reports (as such term is defined in NYSE Communications Rule 472), institutional communications and correspondence (as such terms are defined in FINRA Rule 2210 or any successor rule) and other similar material materials that includes include information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that all such materials communications set out in this sentence comply with applicable LawApplicable Law (together, "Broker Materials"). c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants warrants, and agrees that it will the Participant shall not make any representations concerning Shares Shares, the Trust, or the Series, other than those contained in or consistent with the Trust’s then-then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or and the Distributor. The Participant understands that the Trust and or any of the Funds will Trust’s Series shall not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will shall prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus will Prospectus, shall disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units only. b. . Notwithstanding anything to the contrary in this Agreement, the Participant and its affiliates the Participant’s affiliates, without the approval of the Distributor or the Trust, may prepare and circulate circulate, in the regular course of their businesses research reports the Participant’s and the Participant’s affiliates’ businesses, research, reports, sales literature, institutional communications (as said term is defined in FINRA Rule 2210 or any successor rule), correspondence (as said term is defined in FINRA Rule 2210 or any successor rule), and other similar materials in compliance with applicable FINRA rules. The Participant agrees that any representation or statement in said research, reports, sales literature, institutional communications, correspondence, and other similar materials shall not contain any untrue statement of a material that includes informationfact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, opinions or recommendations relating to the Shares (“Section 8.b Materials”)extent said materials include statements of fact regarding the Shares, provided said statements of fact shall be consistent with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, the Participant agrees that such materials comply with applicable Law. c. the Participant shall be fully responsible and liable for said research, reports, sales literature, institutional communications, correspondence, and other similar materials. Participant agrees that, so long as this Agreement remains in effect, it the Participant may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fundrelevant Series, the Trust, including Trust or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. (a) The Participant represents, warrants warrants, and agrees that that, except in respect to independent research published by Participant relating to the Shares, market color commentaries, internal use only material, training and educational material and brokerage communications (together “Excepted Materials”), it will not make any representations concerning Shares Fund Shares, the Trust or the Funds, other than those consistent with the Trust’s then-Funds’ then current Prospectus Prospectuses or any promotional materials or sales literature furnished to the Participant by the Distributor or any other information and materials filed by the Trust or any Fund with FINRA or the SEC or made available on any website controlled by the Distributor. , the Trust, any Fund or any of their affiliates. (b) The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs signs, or other similar materialsmaterials but, for the avoidance of doubt, not including materials in connection with options, notes and other derivatives that convert into, are exercisable for, or reference the Fund Shares), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or the Distributor. The Participant understands that the Trust and the Funds Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) which offer redeemable securitiesfund, and that any advertising materials (other than Excepted Materials) will prominently disclose that the individual Fund Shares are not redeemable units of beneficial interest in the Trustindividually redeemable. In addition, the Participant understands that any advertising material that addresses redemptions redemption of Fund Shares and the Prospectus will disclose that Shares are not individually redeemable and that the owners of Fund Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Units only. b. Units. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Distributor prepare and circulate externally in the regular course of their businesses its business Excepted Materials, including, but not limited to, research reports and other similar material that includes include information, opinions opinions, or recommendations relating to the Fund Shares (“Section 8.b Materials”)i) for public dissemination, provided that such materials research reports comply with applicable Law. c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized law and (ii) for internal use by the Participant,” or any similar designation, in any materials relating to any Fund. Neither the Distributor, the Trust, including as may the Funds nor the Index Receipt Agent shall have any liability or responsibility for such research reports and materials. Except with respect to information provided by the Participant for inclusion therein, Participant makes no representation or warranty regarding whether or not the Prospectuses or marketing material provided by the Distributor to the Participant contain any untrue statement of a material fact related to a Fund or omit to state therein a material fact required to be stated therein or necessary to meet applicable legal and/or regulatory requirementsmake the statements therein not misleading. The Distributor acknowledges that the Participant shall and may rely on the Prospectuses to be current, accurate and complete in all material respects and to fairly present the financial information relating to the Trust and Fund Shares as of the relevant dates shown. (c) The Distributor agrees that it will not, without prior written consent of the Participant, use in advertising or publicity the name of the Participant or any affiliate of the Participant, any trade name, trademark, trade device, service xxxx, symbol or any abbreviation, contraction or simulation thereof owned by the Participant or any of its affiliates or represent, directly or indirectly, that any product or any service provided or distributed by the Trust or the Distributor has been approved or endorsed by the Participant or any of its affiliates or that the Participant acts as underwriter, distributor or selling group member with respect to the Fund Shares. This provision shall survive termination or expiration of the Agreement. (d) The Distributor agrees not to identify or name the Participant in the Registration Statement, the Prospectus, any free-writing prospectus or in any marketing materials for any Fund without the prior written consent of the Participant. If the Participant agrees to be identified in any of such documents, upon the termination of this Agreement, (i) the Distributor shall remove any reference to the Participant from such documents and (ii) the Distributor shall promptly update the Trust’s, the Distributors’ and the Adviser’s (as defined in Section 13 of this Agreement) respective websites to remove any identification of the Participant as an authorized participant of the Trust.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares other than those contained in or consistent with the Trust’s then-then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust Company or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or and the Distributor. The Participant understands that the Trust and the Funds or any of its Series will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units Unit aggregations only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Trust or the Distributor prepare and circulate in the regular course of their businesses its business or for internal use, research reports institutional sales literature (as such term in defined in NASD Rule 2211 or any successor rule), correspondence (as such term is defined in NASD Rule 2211 or any successor rule) and other similar material materials that includes include information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such materials comply with applicable Law. c. NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in such reports, sales literature, correspondence, communications or other similar materials will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding the Shares, such statements of fact will be consistent wit the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, Participant agrees that Participant shall be fully responsible and liable for such reports, sales literature, correspondence, communications or other similar materials. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any FundSeries, the Trust, including Trust or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. (a) The Participant represents, represents and warrants and agrees that it will not make any representations concerning Shares a Fund, Creation Units or Shares, other than those consistent with the Trust’s then-current Prospectus or promotional materials or sales literature any Marketing Materials (as defined in Section 4(b), below) furnished to the Participant by the Trust or the Distributor. . (b) The Participant agrees not to furnish furnish, or cause to be furnished by it or its employees, to any person person, or to display or publish publish, any information or materials relating to Shares (a Fund or the Shares, including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materialsmaterials (“Marketing Materials”), except unless (i) such information and materials as may be Marketing Materials: (a) are either furnished to the Participant by the Trust Distributor, or (b) if prepared by the Distributor Participant, are consistent in all material respects with the Prospectus or any Marketing Materials furnished to the Participant by the Distributor, and clearly indicate that such Marketing Materials are prepared and distributed by the Participant, and (ii) the Participant and such other information and materials as may be approved in writing Marketing Materials prepared by the Trust or the DistributorParticipant comply with applicable FINRA rules and regulations. The Participant understands shall file all such Marketing Materials that the Trust and the Funds will not be advertised it prepares with FINRA, if required by applicable laws, rules or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and the Prospectus will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units onlyregulations. b. (c) Notwithstanding anything to the contrary in this Agreement, the Participant and its affiliates may may, without the approval of any other party hereto, prepare and circulate circulate, in the regular course of their businesses businesses, any of the following items (none of which shall be deemed to be Marketing Materials): research reports reports; institutional communications (as such term is defined in FINRA Rule 2210); and other similar material materials that includes include information, opinions opinions, or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such research reports, institutional communications, and other similar materials (i) comply with applicable LawFINRA rules and regulations, and other applicable laws, rules and regulations, and (ii) do not make any representations concerning a Fund, Creation Units or Shares, other than those not inconsistent with the Prospectus or any Marketing Materials furnished to the Participant by the Distributor under this Agreement. c. (d) The Trust represents and warrants that (i) the Prospectus is effective, no stop order of the SEC or any other federal, state or foreign regulatory authority or self-regulatory authority, with respect thereto has been issued, no proceedings for such purpose have been instituted or, to its knowledge, are being contemplated; (ii) the Trust’s Registration Statement and each Prospectus included therein conforms in all material respects to the requirements of all applicable law, and the rules and regulations of the SEC thereunder and does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the Shares, when issued and delivered against payment of consideration thereof, as provided in this Agreement, will be duly and validly authorized, issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights; (iv) no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Shares, except the registration of the Shares under the 1933 Act; (v) Shares will be listed for trading on a national exchange; (vi) it will not lend Fund securities pursuant to any securities lending arrangement that would prevent the Trust from settling a Redemption Order when due; (vii) any and all Marketing Materials prepared by the Trust or the Funds’ adviser and provided to the Participant in connection with the offer and sale of Shares shall comply with applicable law, including without limitation, the provisions of the 1933 Act and the rules and regulations thereunder and applicable requirements of FINRA, and will not contain any untrue statement of a material fact related to a Fund or the Shares or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and (viii) it will not name the Participant in the Prospectus, Marketing Materials, or on the Fund’s website without the prior written consent of Participant, unless such naming is required by law, rule, or regulation. If the Participant agrees that, so long as this Agreement remains in effect, it may to be identified in the Prospectus, Marketing Materials, or named on the Funds’ website, within a reasonable amount of time upon the termination of this Agreement, (1) the Trust shall remove any reference to the Participant from the Prospectus and Marketing Materials, and (2) the Trust shall promptly update the Funds’ website to remove any identification of the Participant as an “Authorized Participant,” or any similar designation, authorized participant of the Trust. (e) Notwithstanding anything to the contrary in any materials relating to any Fundthis Agreement, the Trustterm Marketing Materials shall not include (i) written materials of any kind that generally mention a Fund without recommending the Fund (including in connection with a list of products sold through the Participant or in the context of asset allocations), (ii) materials prepared and used for the Participant’s internal use only, (iii) brokerage communications, including correspondence and institutional communications, as may be necessary to meet defined under FINRA rules, prepared by the Participant in the normal course of its business, and (iv) research reports; provided, however, that any such materials prepared by the Participant comply with applicable legal and/or regulatory requirementsFINRA rules and regulations and other applicable laws, rules and regulations.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares other than those consistent with in the Trust’s then-'s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials (a) as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing or (b) if prepared by the Trust or Participant, are consistent in all material respects with the Distributorthen- current Prospectus and clearly indicate that such materials are prepared and distributed by the Participant. The Participant understands that the Trust and the Restricted - External Funds will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units Unit aggregations only. b. Notwithstanding anything to the contrary in this Agreement, the Participant and its affiliates may prepare and circulate in the regular course of their businesses research reports and other similar material that includes information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such materials comply with applicable Law. c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “"Authorized Participant,” " or any similar designation, in any materials relating to any Fund, the Trust, including Trust or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares other than those consistent with in the Trust’s then-then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or the DistributorDistributor or their designees. The Participant understands that the Trust and the Funds will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units Unit aggregations only. b. Notwithstanding anything to the contrary in this Agreement, the Participant and its affiliates may prepare and circulate in the regular course of their businesses research reports and other similar material that includes information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such materials comply with applicable Law. c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including Trust or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants warrants, and agrees that it will not make any representations concerning Shares Fund Shares, the Trust or the Funds, other than those consistent with contained in the Trust’s then-Funds’ then current Prospectus Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or the Distributor. The Participant understands that the Trust and the Funds Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) which offer redeemable securitiesfund, and that any advertising materials will prominently disclose that the individual Fund Shares are not redeemable units of beneficial interest in the Trustindividually redeemable. In addition, the Participant understands that any advertising material that addresses redemptions redemption of Fund Shares and the Prospectus will disclose that Shares are not individually redeemable and that the owners of Fund Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Units only. b. Units. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such research reports generally mention one or more Funds without recommending or describing such Fund or Funds and (ii) for internal use by the Participant and consistent with the Fund’s then-current Prospectus and in accordance with applicable rules and regulations. Notwithstanding anything to the contrary in this Agreement, the Participant and its affiliates may may, without the approval of any other party, prepare and circulate in the regular course of their businesses research research, reports and other similar material materials that includes include information, opinions or recommendations relating to the Shares (“Section 8.b Materials”), Fund Shares; provided that such materials comply with applicable LawFINRA and SEC rules. c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. (a) The Participant represents, warrants warrants, and agrees that that, except in respect to independent research published by Participant relating to the Shares, market color commentaries, internal use only material, training and educational material and brokerage communications (together “Excepted Materials”), it will not make any representations concerning Shares Fund Shares, the Trust or the Funds, other than those consistent with the Trust’s then-Funds’ then current Prospectus Prospectuses or any promotional materials or sales literature furnished to the Participant by the Distributor or any other information and materials filed by the Trust or any Fund with FINRA or the SEC or made available on any website controlled by the Distributor. , the Trust, any Fund or any of their affiliates. (b) The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs signs, or other similar materialsmaterials but, for the avoidance of doubt, not including materials in connection with options, notes and other derivatives that convert into, are exercisable for, or reference the Fund Shares), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or the Distributor. The Participant understands that the Trust and the Funds Fund will not be advertised or marketed as an open-end investment companies (company, i.e., as a mutual funds) which offer redeemable securitiesfund, and that any advertising materials (other than Excepted Materials) will prominently disclose that the individual Fund Shares are not redeemable units of beneficial interest in the Trustindividually redeemable. In addition, the Participant understands that any advertising material that addresses redemptions redemption of Fund Shares and the Prospectus will disclose that Shares are not individually redeemable and that the owners of Fund Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Units only. b. Units. Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Distributor prepare and circulate externally in the regular course of their businesses its business Excepted Materials, including, but not limited to, research reports and other similar material that includes include information, opinions opinions, or recommendations relating to the Fund Shares (“Section 8.b Materials”)i) for public dissemination, provided that such materials research reports comply with applicable Lawlaw and (ii) for internal use by the Participant. Except with respect to information provided by the Participant for inclusion therein, Participant makes no representation or warranty regarding whether or not the Prospectuses or marketing material provided by the Distributor to the Participant contain any untrue statement of a material fact related to a Fund or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. The Distributor acknowledges that the Participant shall and may rely on the Prospectuses to be current, accurate and complete in all material respects and to fairly present the financial information relating to the Trust and Fund Shares as of the relevant dates shown. c. (c) The Distributor and the Trust each agrees that it will not, without prior written consent of the Participant, use in advertising or publicity the name of the Participant or any affiliate of the Participant, any trade name, trademark, trade device, service mxxx, symbol or any abbreviation, contraction or simulation thereof owned by the Participant or any of its affiliates or represent, directly or indirectly, that any product or any service provided or distributed by the Trust or the Distributor has been approved or endorsed by the Participant or any of its affiliates or that the Participant acts as underwriter, distributor or selling group member with respect to the Fund Shares. This provision shall survive termination or expiration of the Agreement. (d) The Distributor and the Trust each agrees not to identify or name the Participant in the Registration Statement, the Prospectus, any free-writing prospectus or in any marketing materials for any Fund without the prior written consent of the Participant. If the Participant agrees that, so long as this Agreement remains in effect, it may to be identified or named in any of such documents, upon the termination of this Agreement, (i) the Distributor shall remove any reference to the Participant from such documents and (ii) the Distributor shall promptly update the Trust’s, the Distributors’ and the Adviser’s (as defined in Section 13 of this Agreement) respective websites to remove any identification of the Participant as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, authorized participant of the Trust, including as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares Shares, the Company or any Fund other than those contained in or consistent with the Trust’s then-current Prospectus for each Fund or in any promotional materials or sales literature furnished to the Participant by the Trust Company or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust Company or the Distributor and such other information and materials as may be approved in writing by the Trust or Company and the Distributor. The Participant understands that the Trust and the Funds Company or any of its Fund will not be advertised or marketed as open-end investment companies (i.e.companies, as mutual funds) , which offer redeemable securities, or exchange-traded funds (“ETFs”), and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the TrustCompany. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust Company in Creation Units Unit aggregations only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Company or the Distributor prepare and circulate in the regular course of their businesses its business or for internal use, research reports institutional sales literature (as such term in defined in NASD Rule 2211 or any successor rule), correspondence (as such term is defined in NASD Rule 2211 or any successor rule) and other similar material materials that includes include information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such materials comply with applicable Law. c. NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in such reports, sales literature, correspondence, communications or other similar materials will not contain any untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding the Shares, such statements of fact will be consistent with the Prospectus of the Fund to which such Shares relate. As between the Company and Distributor on one hand and the Participant on the other, Participant agrees that Participant shall be fully responsible and liable for such reports, sales literature, correspondence, communications or other similar materials. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including Company or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares Shares, the Trust or the Series, other than those contained in or consistent with the Trust’s then-then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or and the Distributor. The Participant understands that the Trust and the Funds or any of its Series will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Trust or the Distributor prepare and circulate in the regular course of their businesses its business or for internal use, research reports institutional sales literature (as such term in defined in NASD Rule 2211 or any successor rule), correspondence (as such term is defined in NASD Rule 2211 or any successor rule) and other similar material materials that includes include information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such materials comply with applicable Law. c. NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules) and are not used for purposes of marketing Shares. The Participant agrees that any representation or statement in such reports, sales literature, correspondence, communications or other similar materials will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding the Shares, such statements of fact will be consistent with the Prospectus. As between the Trust and Distributor on one hand and the Participant on the other, Participant agrees that Participant shall be fully responsible and liable for such reports, sales literature, correspondence, communications or other similar materials. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fundrelevant Series, the Trust, including Trust or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares other than those contained in or consistent with the Trust’s then-applicable Series’ then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust Company or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust Company or the Distributor and such other information and materials as may be approved in writing by the Trust Company or the Distributor. The Participant understands that the Trust and the Funds Company will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the TrustCompany. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust Company in Creation Units Unit aggregations only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Company or the Distributor prepare and circulate in the regular course of their businesses research reports its business or for internal use, independently prepared reprints (as such term is defined in FINRA Rule 2210 or any successor rule), institutional sales literature (as such term is defined in FINRA Rule 2210 or any successor rule), correspondence (as such term is defined in FINRA Rule 2210 or any successor rule) and other similar material materials that includes include information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such materials comply with applicable Law. c. NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in such independently prepared reprints, institutional sales literature, correspondence, communications or other similar materials will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding the Shares, such statements of fact will be consistent with the Prospectus. As between the Company and Distributor on one hand and the Participant on the other, Participant agrees that Participant shall be fully responsible and liable for such independently prepared reprints, sales literature, correspondence, communications or other similar materials. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any FundSeries, the Trust, including Company or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares other than those contained in or consistent with the Trust’s then-applicable Series’ then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Trust Company or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust Company or the Distributor and such other information and materials as may be approved in writing by the Trust Company or the Distributor. The Participant understands that the Trust and the Funds Company will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the TrustCompany. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including - 13 - the Prospectus Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust Company in Creation Units Unit aggregations only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Company or the Distributor prepare and circulate in the regular course of their businesses research reports its business or for internal use, independently prepared reprints (as such term is defined in FINRA Rule 2210 or any successor rule), institutional sales literature (as such term is defined in FINRA Rule 2210 or any successor rule), correspondence (as such term is defined in FINRA Rule 2210 or any successor rule) and other similar material materials that includes include information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such materials comply with applicable Law. c. NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in such independently prepared reprints, institutional sales literature, correspondence, communications or other similar materials will not contain any untrue statement of a material fact related to a Series or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding the Shares, such statements of fact will be consistent with the Prospectus. As between the Company and Distributor on one hand and the Participant on the other, Participant agrees that Participant shall be fully responsible and liable for such independently prepared reprints, sales literature, correspondence, communications or other similar materials. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any FundSeries, the Trust, including Company or as may be necessary to meet applicable legal and/or regulatory requirements.

MARKETING MATERIALS AND REPRESENTATIONS. a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares Shares, the Company or any Fund other than those contained in or consistent with the Trust’s then-current Prospectus for each Fund or in any promotional materials or sales literature furnished to the Participant by the Trust Company or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust Company or the Distributor and such other information and materials as may be approved in writing by the Trust or Company and the Distributor. The Participant understands that the Trust and the Funds Company or any of its Fund will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the TrustCompany. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and Shares, including the Prospectus Prospectus, will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust Company in Creation Units Unit aggregations only. b. . Notwithstanding anything to the contrary in this Agreementforegoing, the Participant and its affiliates may without the written approval of the Company or the Distributor prepare and circulate in the regular course of their businesses its business or for internal use, research reports institutional sales literature (as such term in defined in NASD Rule 2211 or any successor rule), correspondence (as such term is defined in NASD Rule 2211 or any successor rule) and other similar material materials that includes include information, opinions or recommendations relating to the Shares (“Section 8.b Materials”)Shares, provided that such materials comply with applicable Law. c. NASD rules (or comparable FINRA rules, if such NASD rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA rules). The Participant agrees that any representation or statement in such reports, sales literature, correspondence, communications or other similar materials will not contain any untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding the Shares, such statements of fact will be consistent with the Prospectus of the Fund to which such Shares relate. As between the Company and Distributor on one hand and the Participant on the other, Participant agrees that Participant shall be fully responsible and liable for such reports, sales literature, correspondence, communications or other similar materials. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including Company or as may be necessary to meet applicable legal and/or regulatory requirements.