Common use of MARKETING MATERIALS AND REPRESENTATIONS Clause in Contracts

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants and agrees that it will not make any representations concerning the Shares for marketing purposes other than those contained in the Trust’s Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor or the Trust. 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 Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Funds comprising the Trust 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 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, including the Trust’s Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of 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 the Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Shares with other products and are not used for purposes of marketing Shares and (ii) for internal use by the Participant.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants and agrees that it will not make any representations concerning the Shares for marketing purposes other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor Trust or the TrustDistributor. 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 and the Distributor. The Participant understands that the Funds comprising the Trust or any of its Series 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, including the Trust’s Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, may without the written approval of the Distributor, Trust or the Distributor prepare and circulate in the regular course of 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 materials that include information, opinions or recommendations relating to the Shares (i) for public disseminationShares, provided that such research reports compare materials comply with applicable 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 relative merits 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 benefits of Shares with 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 products and are not used for purposes of marketing Shares and (ii) for internal use by 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 Series, the ParticipantTrust or as may be necessary to meet applicable legal requirements.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants and agrees that it will not make any representations concerning Shares, the Shares for marketing purposes Trust or any Series other than those contained in or consistent with the Trust’s Prospectus for each Series or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor Trust or the TrustDistributor. 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 and the Distributor. The Participant understands that the Funds comprising the Trust or any of its Series 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, including the Trust’s Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, may without the written approval of the Distributor, Trust or the Distributor prepare and circulate in the regular course of 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 materials that include information, opinions or recommendations relating to the Shares (i) for public disseminationShares, provided that such research reports compare materials comply with applicable 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 relative merits 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 benefits of Shares with 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 products and are not used for purposes of marketing Shares and (ii) for internal use by 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 Series, the ParticipantTrust or as may be necessary to meet applicable legal requirements.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants warrants, and agrees that it will the Participant shall not make any representations concerning Shares, the Shares for marketing purposes Trust, or the Series, other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor or the TrustDistributor. 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 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 and the Distributor. The Participant understands that the Funds comprising Trust or any of the Trust will Trust’s Series shall 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 shall 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, including the Trust’s Prospectus, will shall disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations Units only. Notwithstanding the foregoing, the Participant or an affiliate of the Participant mayParticipant, without the written approval of the Trust or the Distributor, may prepare and circulate in the regular course of its 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 materials that include information, opinions opinions, or recommendations relating to the Shares Shares; provided, that said materials comply with applicable NASD rules (ior comparable FINRA rules, if said NASD rules subsequently are repealed, rescinded, or otherwise are replaced by FINRA rules) for public dissemination, provided that such research reports compare the relative merits and benefits of Shares with other products and are not used for purposes of marketing Shares 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 (ii) Distributor on one hand and the Participant on the other, the Participant agrees that the Participant shall be fully responsible and liable for internal use by said reports, sales literature, correspondence, communications, or other similar materials. Participant agrees that, so long as this Agreement remains in effect, the Participant may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to relevant Series, the Trust or as may be necessary to meet applicable legal requirements.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants warrants, and agrees that it will not make any representations concerning Fund Shares, the Shares for marketing purposes Trust or the Funds in any Marketing Materials, as defined below, other than those contained in consistent with the Trust’s Prospectus Funds’ then current Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor or the TrustDistributor. 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, 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 Distributor and such other information and materials as may be approved in writing by the 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 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 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 Funds comprising the Trust Fund will not be advertised or marketed as an open-end investment companiescompany, i.e., as a mutual funds, which offer redeemable securitiesfund, and that any advertising materials Marketing Materials will prominently disclose that the Fund Shares are not individually redeemable units of beneficial interest in the Trustredeemable. In addition, the Participant understands that any advertising material Marketing Material that addresses redemptions redemption of Shares, including the Trust’s Prospectus, Fund Shares will disclose that the owners of Fund Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Unit aggregations onlyUnits. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, may without the written approval of the Distributor, Distributor prepare and circulate in the regular course of its business research reports that include information, opinions opinions, or recommendations relating to the Fund Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Shares comply with other products and are not used for purposes of marketing Shares and (ii) for internal use by the Participantapplicable law.

MARKETING MATERIALS AND REPRESENTATIONS. 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, the Shares for marketing purposes Trust, or the Series, other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor or the TrustDistributor. 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 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 and the Distributor. The Participant understands that the Funds comprising Trust or any of the Trust will Trust’s Series shall 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 shall 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, including the Trust’s Prospectus, will shall disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations Units only. Notwithstanding anything to the foregoingcontrary in this Agreement, the Participant or an affiliate of and the Participant mayParticipant’s affiliates, without the written approval of the DistributorDistributor or the Trust, may prepare and circulate circulate, in the regular course of its business 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 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 informationstatements of fact regarding the Shares, opinions 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 research, reports, sales literature, institutional communications, correspondence, and other similar materials used by the Participant and the Participant’s employees. Participant agrees that, so long as this Agreement remains in effect, the Participant may be identified or recommendations named as an “Authorized Participant,” in any materials relating to relevant Series, the Trust or as may be necessary to meet applicable legal 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 (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Shares with other products and are not used for purposes of marketing Shares and (ii) for internal use by the Participantor any Series.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants and agrees that it will not make any representations concerning the Shares for marketing purposes other than those contained in or consistent with the Trust’s applicable Series’ then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor Company or the TrustDistributor. 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 Company or the Distributor and such other information and materials as may be approved in writing by the Company or the Distributor. The Participant understands that the Funds comprising the Trust Company 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 TrustCompany. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including - 13 - the Trust’s Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust Company in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, may without the written approval of the Distributor, Company or the Distributor prepare and circulate in the regular course of its business research reports 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 materials that include information, opinions or recommendations relating to the Shares (i) for public disseminationShares, provided that such research reports compare materials comply with applicable 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 relative merits 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 benefits of Shares with 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 products and are not used for purposes of marketing Shares and (ii) for internal use by 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 Series, the ParticipantCompany or as may be necessary to meet applicable legal requirements.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants and agrees that it will not make any representations concerning the Shares for marketing purposes other than those contained in or consistent with the Trust’s applicable Series’ then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor Company or the TrustDistributor. 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 Company or the Distributor and such other information and materials as may be approved in writing by the Company or the Distributor. The Participant understands that the Funds comprising the Trust Company 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 TrustCompany. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Trust’s Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust Company in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, may without the written approval of the Distributor, Company or the Distributor prepare and circulate in the regular course of its business research reports 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 materials that include information, opinions or recommendations relating to the Shares (i) for public disseminationShares, provided that such research reports compare materials comply with applicable 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 relative merits 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 benefits of Shares with 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 products and are not used for purposes of marketing Shares and (ii) for internal use by 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 Series, the ParticipantCompany or as may be necessary to meet applicable legal requirements.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants warrants, and agrees that it will not make any representations concerning Fund Shares, the Shares for marketing purposes Trust or the Funds, other than those contained in the Trust’s Prospectus Funds’ then current Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor or the TrustDistributor. 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 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 Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Funds comprising the Trust Fund will not be advertised or marketed as an open-end investment companiescompany, i.e., as a mutual funds, which offer redeemable securitiesfund, and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemable units of beneficial interest in the Trustredeemable. In addition, the Participant understands that any advertising material that addresses redemptions redemption of Shares, including the Trust’s Prospectus, Fund Shares will disclose that the owners of Fund Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Unit aggregations onlyUnits. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, may without the written approval of the Distributor, Distributor prepare and circulate in the regular course of its business research reports that include information, opinions opinions, or recommendations relating to the Fund Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Shares with other products and are not used for purposes of marketing Shares generally mention one or more Funds without recommending or describing such Fund or Funds and (ii) for internal use by the ParticipantParticipant 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, without the approval of any other party, prepare and circulate in the regular course of their businesses research, reports and other similar materials that include information, opinions or recommendations relating to Fund Shares; provided that such materials comply with applicable FINRA and SEC rules.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants and agrees that it will not make any representations concerning Shares, the Shares for marketing purposes Company or any Fund other than those contained in or consistent with the Trust’s Prospectus for each Fund or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor Company or the TrustDistributor. 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 Company or the Distributor and such other information and materials as may be approved in writing by the Company and the Distributor. The Participant understands that the Funds comprising the Trust Company or any of its Fund 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 TrustCompany. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Trust’s Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust Company in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, may without the written approval of the Distributor, Company or the Distributor prepare and circulate in the regular course of 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 materials that include information, opinions or recommendations relating to the Shares (i) for public disseminationShares, provided that such research reports compare materials comply with applicable 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 relative merits 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 benefits of Shares with 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 products and are not used for purposes of marketing Shares and (ii) for internal use by 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 ParticipantCompany or as may be necessary to meet applicable legal requirements.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants and agrees that it will shall not make any representations concerning Fund Shares, the Shares for marketing purposes Company, or the Funds (other than those contained in consistent with the Trust’s Funds' then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor or the TrustDistributor). 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 for marketing purposes relating to the 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 Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Funds comprising the Trust 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 Fund Shares are not individually redeemable units of beneficial interest in the Trustredeemable. In addition, the Participant understands that any advertising material that addresses redemptions redemption of Shares, including the Trust’s Prospectus, Fund Shares will disclose that the owners of Fund Shares may acquire Shares and tender Shares be tendered for redemption to the Trust issuing Fund only in Creation Unit aggregations onlyUnits. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, without the written approval of the Distributor, prepare and circulate may (in the regular course of 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 materials that include information, opinions or recommendations relating to the Shares (i) for public disseminationShares, provided that all such research reports compare the relative merits and benefits of Shares communications set out in this sentence comply with other products and are not used for purposes of marketing Shares and Applicable Law (ii) for internal use by the Participanttogether, "Broker Materials").

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants and agrees that it will not make any representations concerning Shares, the Shares for marketing purposes Trust or any Series other than those contained in consistent with the Trust’s Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor or the Trustfor each Series. The Participant agrees not to furnish or cause to be furnished to any person or to 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 Distributor or the Sponsor and such other information and materials as may be prepared by or for Participant and approved in writing by the Distributor. The Participant understands agrees that the Funds comprising the Trust any representation or statement in such reports, institutional sales literature, correspondence or other similar materials prepared by or for Participant will not contain any untrue statement of a material fact or omit to state therein a material fact required to be advertised stated therein or marketed as open-end investment companiesnecessary to make the statements therein not misleading and, i.e.to the extent such materials include statements of fact regarding the Shares, as mutual funds, such statements of fact will be consistent with the Prospectus of the Series to which offer redeemable securities, and that any advertising materials will prominently disclose that the such Shares are not individually redeemable units of beneficial interest in relate. As between the Trust. In addition, Sponsor and Distributor on one hand and the Participant understands on the other, Participant agrees that Participant shall be fully responsible and liable for all reports, sales literature, correspondence, communications or other similar materials regarding any advertising material Series or Shares prepared by it, notwithstanding that addresses redemptions of Shares, including the Trust’s Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, without the written approval of such materials were approved by the Distributor. Participant agrees that, prepare and circulate so long as this Agreement remains in the regular course of its business research reports that include informationeffect, opinions it may be identified or recommendations named as an “Authorized Participant,” “underwriter” or any similar designation, in any materials relating to the applicable Series for which Participant is acting or the Trust, if requested or required to so identify Participant or as may be necessary to meet the requirements of applicable Laws. The Participant acknowledges that, in addition to satisfying the prospectus delivery and disclosure requirements of the 1933 Act, it and any other participant in the distribution of the Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Shares with other products and are not used for purposes of marketing Shares and (ii) for internal use purchased by the ParticipantParticipant have an obligation to comply with applicable prospectus delivery requirements under the CEA.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants and agrees that it will not make any representations concerning Shares, the Shares for marketing purposes Trust or the Series, other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor or the TrustDistributor. 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 and the Distributor. The Participant understands that the Funds comprising the Trust or any of its Series 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, including the Trust’s Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations Units only. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, may without the written approval of the Distributor, Trust or the Distributor prepare and circulate in the regular course of 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 materials that include information, opinions or recommendations relating to the Shares (i) for public disseminationShares, provided that such research reports compare the relative merits and benefits of Shares materials comply with other products applicable 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 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 (ii) Distributor on one hand and the Participant on the other, Participant agrees that Participant shall be fully responsible and liable for internal use by 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 relevant Series, the ParticipantTrust or as may be necessary to meet applicable legal requirements.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants and agrees that it will not make any representations concerning the Shares for marketing purposes other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor Company or the TrustDistributor. 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 and the Distributor. The Participant understands that the Funds comprising the Trust or any of its Series 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, including the Trust’s Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, may without the written approval of the Distributor, Trust or the Distributor prepare and circulate in the regular course of 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 materials that include information, opinions or recommendations relating to the Shares (i) for public disseminationShares, provided that such research reports compare materials comply with applicable 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 relative merits 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 benefits of Shares with 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 products and are not used for purposes of marketing Shares and (ii) for internal use by 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 Series, the ParticipantTrust or as may be necessary to meet applicable legal requirements.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants warrants, and agrees that it will the Participant shall not make any representations concerning Shares, the Shares for marketing purposes Trust, or the Series, other than those contained in or consistent with the Trust’s then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor or the TrustDistributor. 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 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 and the Distributor. The Participant understands that the Funds comprising Trust or any of the Trust will Trust’s Series shall 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 shall 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, including the Trust’s Prospectus, will shall disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Unit aggregations Units only. Notwithstanding anything to the foregoingcontrary in this Agreement, the Participant or an affiliate of and the Participant mayParticipant’s affiliates, without the written approval of the DistributorDistributor or the Trust, may prepare and circulate circulate, in the regular course of its business 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 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 informationstatements of fact regarding the Shares, opinions 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 research, reports, sales literature, institutional communications, correspondence, and other similar materials. Participant agrees that, so long as this Agreement remains in effect, the Participant may be identified or recommendations named as an “Authorized Participant,” or any similar designation, in any materials relating to relevant Series, the Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Shares with other products and are not used for purposes of marketing Shares and (ii) for internal use by the ParticipantTrust or as may be necessary to meet applicable legal requirements.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants and agrees that it will not make any representations concerning Shares, the Shares for marketing purposes Company or any Fund other than those contained in or consistent with the Trust’s Prospectus for each Fund or in any promotional materials or sales literature furnished to the Participant by the Distributor or as otherwise approved in writing by Distributor Company or the TrustDistributor. 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 Company or the Distributor and such other information and materials as may be approved in writing by the Company and the Distributor. The Participant understands that the Funds comprising the Trust 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, or exchange-traded funds (“ETFs”), and that any advertising materials will prominently disclose that the individual Shares are not individually redeemable units of beneficial interest in the TrustCompany. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Trust’s Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust Company in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant or an affiliate of the Participant may, may without the written approval of the Distributor, Company or the Distributor prepare and circulate in the regular course of 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 materials that include information, opinions or recommendations relating to the Shares (i) for public disseminationShares, provided that such research reports compare materials comply with applicable 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 relative merits 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 benefits of Shares with 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 products and are not used for purposes of marketing Shares and (ii) for internal use by 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 ParticipantCompany or as may be necessary to meet applicable legal requirements.