Common use of REJECTING OR SUSPENDING PURCHASE ORDERS Clause in Contracts

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Distributor reserve the absolute right to reject acceptance of a Purchase Order for the following reasons: (i) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (v) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; or (vi) circumstances outside the control of Trust, the Distributor or the Transfer Agent make it impossible to process a Purchase Order. The Distributor shall notify the AP of a rejection of any Purchase Order. The Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Company or Distributor reserve reserves the absolute right to reject or revoke acceptance of a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the TrustCompany, the BNYM ETF Order Desk Administrator or the Distributor; , (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust Company or any Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; (v) the acceptance of the Portfolio Deposit would otherwise, in the discretion of the Company, have an adverse effect on the Company or the rights of beneficial owners of a Fund; or (vi) circumstances outside the control of TrustCompany, the Distributor or the Transfer Agent make it for all practical purposes impossible to process a Purchase Order. The Company or the Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Company and Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. Except as provided herein, all Purchase Orders for Creation Units of Shares of the Company are irrevocable by the AP. The Trust Company acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust Company in respect of any Deposit Security that is transferred to the Trust Company that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Company or Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the TrustCompany, the BNYM BNY ETF Order Desk Administrator or the Distributor; , (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust Company or any Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; (v) the acceptance of the Portfolio Deposit would otherwise, in the discretion of Company or Adviser, have an adverse effect on Company or the rights of beneficial owners of a Fund; or (vi) circumstances outside the control of TrustCompany, the Distributor or the Distributor, Transfer Agent or Adviser make it for all practical purposes impossible to process a Purchase Order. The Company or the Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Company and Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. Except as provided herein, all Purchase Orders for Creation Units of Shares of the Company are irrevocable by the AP. The Trust Company acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust Company in respect of any Deposit Security that is transferred to the Trust Company that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Company or Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the TrustCompany, the BNYM ETF Order Desk Administrator or the Distributor; , (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust Company or any Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; (v) the acceptance of the Portfolio Deposit would otherwise, in the discretion of Company or Adviser, have an adverse effect on Company or the rights of beneficial owners of a Fund; or (vi) circumstances outside the control of TrustCompany, the Distributor or the Distributor, Transfer Agent or Adviser make it for all practical purposes impossible to process a Purchase Order. The Company or the Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Company and Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. Except as provided herein, all Purchase Orders for Creation Units of Shares of the Company are irrevocable by the AP. The Trust Company acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust Company in respect of any Deposit Security that is transferred to the Trust Company that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Distributor reserve the absolute right to reject acceptance of a Purchase Order for the following reasons: (i) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 of this Annex II - II—Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (v) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; or (vi) circumstances outside the control of Trust, the Distributor or the Transfer Agent make it impossible to process a Purchase Order. The Distributor shall notify the AP of a rejection of any Purchase Order. The Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, interest, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Each Trust and the Distributor reserve the absolute right to reject acceptance of a Purchase Order for the following reasons: (i) the order is not in proper form as determined by the each Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the each Trust or any Fund; (v) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; or (vi) circumstances outside the control of Trust, the Distributor or the Transfer Agent make it impossible to process a Purchase Order. The Distributor shall notify the AP of a rejection of any Purchase Order. The Distributor and the each Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Exhibit (e)(2) Each Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the each Trust in respect of any Deposit Security that is transferred to the each Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Fund or Distributor reserve the --------------------------------------- absolute right to reject acceptance of or suspend a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (ivii) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any FundIndex Series; (viii) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; (iv) the acceptance of the Portfolio Deposit would otherwise, in the discretion of Fund or Adviser, have an adverse effect on Fund or the rights of beneficial owners of an iShares series; or (viv) circumstances outside the control of TrustFund, the Distributor or the Transfer Agent Adviser make it for all practical purposes impossible to process a Purchase Order. The Distributor Fund shall notify the AP Participant of a its rejection of any Purchase Order. The Fund and Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust Except as provided herein, all Purchase Orders for Creation Units of iShares are irrevocable. Fund acknowledges its agreement to return to the AP Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust Fund in respect of any Deposit Security that is transferred to the Trust Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP Participant or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Distributor reserve the absolute right to reject acceptance of a Purchase Order for the following reasons: (i) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 of this Annex II Attachment A - Part AI , the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (v) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; or (vi) circumstances outside the control of Trust, the Distributor or the Transfer Agent make it impossible to process a Purchase Order. The Distributor shall notify the AP of a rejection of any Purchase Order. The Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Company or Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the TrustCompany, the BNYM ETF Order Desk Administrator or the Distributor; , (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust Company or any Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; (v) the acceptance of the Portfolio Deposit would otherwise, in the discretion of Company, have an adverse effect on Company or the rights of beneficial owners of a Fund; or (vi) circumstances outside the control of TrustCompany, the Distributor or the Transfer Agent make it for all practical purposes impossible to process a Purchase Order. The Company or the Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Company and Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. Except as provided herein, all Purchase Orders for Creation Units of Shares of the Company are irrevocable by the AP. The Trust Company acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust Company in respect of any Deposit Security that is transferred to the Trust Company that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the or Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the Trust, the BNYM BBH ETF Order Desk Administrator or the Distributor; , (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; (v) the acceptance of the Portfolio Deposit would otherwise, in the discretion of Trust or Adviser, have an adverse effect on Trust or the rights of beneficial owners of a Fund; or (vi) circumstances outside the control of Trust, the Distributor or the Distributor, Transfer Agent or Adviser make it for all practical purposes, in their reasonable judgment, impossible to process a Purchase Order. The Trust or the Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Trust and Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. Except as provided herein, all Purchase Orders for Creation Units of Shares of the Trust are irrevocable by the AP. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the or Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the Trust, the BNYM BBH ETF Order Desk Administrator or the Distributor; , (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counselcounsel to the Distributor or the Trust, be unlawful; (v) the acceptance of the Portfolio Deposit would otherwise, in the discretion of Trust or Adviser, have an adverse effect on Trust or the rights of beneficial owners of a Fund; or (vi) circumstances outside the control of Trust, the Distributor or the Distributor, Transfer Agent or Adviser make it for all practical purposes impossible to process a Purchase Order. The Trust or the Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Trust and Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. Except as provided herein, all Purchase Orders for Creation Units of the Trust are irrevocable by the AP. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Company or Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the TrustCompany, the BNYM ETF Order Desk Administrator Transfer Agent or the Distributor; , (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust Company or any Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; (v) the acceptance of the Portfolio Deposit would otherwise, in the discretion of Company or Adviser, have an adverse effect on Company or the rights of beneficial owners of a Fund; or (vi) circumstances outside the control of TrustCompany, the Distributor or the Distributor, Transfer Agent or Adviser make it for all practical purposes impossible to process a Purchase Order. The Company or the Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Company and Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. Except as provided herein, all Purchase Orders for Creation Units of Shares of the Company are irrevocable by the AP. The Trust Company acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust Company in respect of any Deposit Security that is transferred to the Trust Company that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Distributor reserve the absolute right to reject acceptance of a Purchase Order for the following reasons: (i) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 4.1 of this Annex II - II, Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; or (viv) circumstances outside the control of Trust, the Distributor or the Transfer Agent make it impossible to process a Purchase Order. The Distributor shall notify the AP of a rejection of any Purchase Order. The Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Distributor reserve the absolute right to reject acceptance of a Purchase Order for the following reasons: (i) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 of this Annex II I - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (v) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; or (vi) circumstances outside the control of Trust, the Distributor or the Transfer Agent make it impossible to process a Purchase Order. The Distributor shall notify the AP of a rejection of any Purchase Order. The Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the or Distributor reserve the absolute right to reject acceptance of or suspend a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (ivii) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (viii) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; (iv) the acceptance of the Portfolio Deposit would otherwise, in the discretion of Trust or Adviser, have an adverse effect on Trust or the rights of beneficial owners of a Fund; or (viv) circumstances outside the control of Trust, the Distributor or the Transfer Agent Adviser make it for all practical purposes impossible to process a Purchase Order. The Distributor Trust shall notify the AP of a its rejection of any Purchase Order. The Trust and Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. Except as provided herein, all Purchase Orders for Creation Units of Shares of the Trust are irrevocable. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Company or Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the TrustCompany, the BNYM BNY ETF Order Desk Administrator or the Distributor; , (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust Company or any the Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; (v) the acceptance of the Portfolio Deposit would otherwise, in the discretion of Company or Adviser, have an adverse effect on the Company or the rights of beneficial owners of a Fund; or (vi) circumstances outside the control of TrustCompany, the Distributor or the Distributor, Transfer Agent or Adviser make it for all practical purposes impossible to process a Purchase Order. The Company or the Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Company and Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. Except as provided herein, all Purchase Orders for Creation Units of Shares of the Company are irrevocable by the AP. The Trust Company acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust Company in respect of any Deposit Security that is transferred to the Trust Company that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and Sponsor, acting by itself or through BNY Mellon, or the Distributor reserve Order Examiner may, in its discretion, reject the absolute right to reject acceptance of a Purchase Order for the following reasons: if (i) due to position limits or otherwise, investment alternatives that will enable the Trust to meet its investment objective are not available or practicable at that time; (ii) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator BNY Mellon or the DistributorOrder Examiner; (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Creation Basket Deposit Securities would have certain adverse tax consequences to the Trust or any Fundits Shareholders; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; or (viv) circumstances outside the control of the Trust, the Distributor Order Examiner, or the Transfer Agent BNY Mellon make it impossible for all practical purposes not feasible to process a Purchase Order. The Distributor Order Examiner shall notify the AP of a rejection or revocation of any Purchase Order. The Distributor and the Trust are Order Examiner is under no duty, however, to give notification of any specific defects or irregularities in the delivery of Fund Deposits the Creation Basket Deposit nor shall either of them the Order Examiner or the Trust incur any liability for the failure to give any such notification. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividendand Order Examiner may not revoke a previously accepted Purchase Order, distribution or other corporate action paid to the Trust as defined in respect Section 2 of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is actingthis Part.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and or the Distributor reserve the absolute right to reject acceptance of a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 5, Part A of this Annex II - Part AI, the portfolio of Deposit Securities Instruments (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities Instruments would have certain adverse tax consequences to the Trust or any Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; or (viv) circumstances outside the control of Trust, the Distributor or the Transfer Agent make it for all practical purposes impossible to process a Purchase Order. The Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Distributor and the Trust are is under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust and Distributor may not revoke a previously accepted Purchase Order, as defined in Section 2 of this Annex I, Part A. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security Instrument that is transferred to the Trust that, based on the valuation of such Deposit Security Instrument at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and the Distributor reserve the absolute right to reject acceptance of a Purchase Order for the following reasons: (i) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 of this Annex II - II—Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (v) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; or (vi) circumstances outside the control of Trust, the Distributor or the Transfer Agent make it impossible to process a Purchase Order. The Distributor shall notify the AP of a rejection of any Purchase Order. The Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and or the Distributor reserve the absolute right to reject acceptance of a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 of this Annex II - I, Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; or (viv) circumstances outside the control of Trust, the Distributor or the Transfer Agent make it for all practical purposes impossible to process a Purchase Order. The Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Distributor and the Trust are is under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust and Distributor may not revoke a previously accepted Purchase Order, as defined in Section 2 of this Annex. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Trust and or the Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order for the following reasons: if (i) the order is not in proper form as determined by the Trust, the BNYM BNY ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 of this Annex II - Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, ; (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (viv) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful; (v) the acceptance of the Portfolio Deposit would otherwise, in the discretion of Trust, have an adverse effect on Trust or the rights of beneficial owners of a Fund; or (vi) circumstances outside the control of Trust, the Distributor or the Transfer Agent make it for all practical purposes impossible to process a Purchase Order. The Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Distributor and the Trust are is under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification. Except as provided herein, all Purchase Orders for Creation Units of Shares of the Trust are irrevocable by the AP. The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.