Common use of REJECTING OR SUSPENDING PURCHASE ORDERS Clause in Contracts

REJECTING OR SUSPENDING PURCHASE ORDERS. The Sponsor or the Distributor reserve the absolute right to reject acceptance of a Purchase Order if: (i) the Sponsor determines that, due to position limits or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that time; (ii) it is determined by the Sponsor or the Distributor not to be in proper form; (iii) the Sponsor believes that acceptance would have adverse tax consequences to the Fund or its shareholders; (iv) the acceptance or receipt of a Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful; (v) if circumstances outside the control of the Sponsor, the Distributor or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets, or (vi) if there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an exchange for risk (“EFR”) transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 or ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Purchase Order. The Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Distributor is under no duty, however, to give notification of any specific defects or irregularities in the delivery of the Creation Basket Deposit nor shall the Distributor or the Trust 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 Part. 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 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 Sponsor Trust or the Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order if: if (i) the Sponsor determines thatorder is not in proper form as determined by the Trustee, due to position limits the Transfer Agent or otherwiseDistributor, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that time; (ii) it the portfolio of Deposit Securities delivered is determined not as specified by the Sponsor or the Distributor not to be in proper formDistributor; (iii) acceptance of the Sponsor believes that acceptance Deposit Securities would have certain adverse tax consequences to the Fund or its shareholdersTrust; (iv) the acceptance or receipt of a Creation Basket the Portfolio Deposit would, in the opinion of counsel to the Sponsorcounsel, be unlawful; (v) if the acceptance of the Portfolio Deposit would otherwise, in the discretion of the Trustee, have an adverse effect on the Trust or the rights of beneficial owners of a Fund; or (vi) circumstances outside the control of the SponsorTrust, the Distributor or the Custodian Transfer Agent make it for all practical purposes not feasible impossible to process creations of Creation Baskets, or (vi) if there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an exchange for risk (“EFR”) transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 or ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Purchase Order. The Trustee or the Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Trustee and Distributor is are under no duty, however, to give notification of any specific defects or irregularities in the delivery of the Creation Basket Deposit Portfolio Deposits nor shall the Distributor or the Trust either of them incur any liability for the failure to give any such notification. The Except as provided herein, all Purchase Orders for Creation Units of Shares of the Trust and Distributor may not revoke a previously accepted Purchase Order, as defined in Section 2 of this Partare irrevocable by the AP. The Trust Trustee 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 Trustee 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 Sponsor Trust or the Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order if: if (i) the Sponsor determines thatorder is not in proper form as determined by the Trust, due to position limits BNY ETF Administrator or otherwiseDistributor, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that time; (ii) it the portfolio of Deposit Securities delivered is determined not as specified by the Sponsor or the Distributor not to be in proper formDistributor; (iii) acceptance of the Sponsor believes that acceptance Deposit Securities would have certain adverse tax consequences to the Fund Trust or its shareholdersany Fund; (iv) the acceptance or receipt of a Creation Basket the Portfolio Deposit would, in the opinion of counsel to the Sponsorcounsel, be unlawful; (v) if 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 the SponsorTrust, the Distributor Distributor, Transfer Agent or the Custodian Adviser make it for all practical purposes not feasible impossible to process creations of Creation Baskets, or (vi) if there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an exchange for risk (“EFR”) transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 or ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Purchase Order. The Trust or the Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Trust and Distributor is are under no duty, however, to give notification of any specific defects or irregularities in the delivery of the Creation Basket Deposit Portfolio Deposits nor shall the Distributor or the Trust either of them incur any liability for the failure to give any such notification. The Except as provided herein, all Purchase Orders for Creation Units of Shares of the Trust and Distributor may not revoke a previously accepted Purchase Order, as defined in Section 2 of this Partare 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 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 Sponsor Trust or the Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order if: if (i) the Sponsor determines thatorder is not in proper form as determined by the Trust, due to position limits the BNYM ETF Administrator or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that timeDistributor; (ii) it the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is determined not able to deliver in physical form) delivered is not as specified by the Sponsor Transfer Agent or the Distributor not to be in proper formTrust; (iii) acceptance of the Sponsor believes that acceptance Deposit Securities would have adverse tax consequences to the Fund Trust or its shareholdersany Fund; (iv) the acceptance or receipt of a the Creation Basket Deposit would, in the opinion of counsel to the Sponsorcounsel, be unlawful; (v) if the acceptance of the Creation Deposit would otherwise, in the discretion of Trust, have an adverse effect on the Trust or the rights of beneficial owners of a Fund; or (vi) circumstances outside the control of the SponsorTrust, the Distributor or the Custodian Transfer Agent make it for all practical purposes not feasible impossible to process creations of Creation Baskets, or (vi) if there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an exchange for risk (“EFR”) transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 or ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Purchase Order. The Distributor shall promptly notify the AP of a rejection or revocation of any Purchase Order. The Distributor is under no duty, however, to give notification of any specific the particular defects or irregularities in the delivery of the Creation Basket Deposit Deposits nor shall the Distributor or the Trust either of them incur any liability for the failure to give any such notification. The Except as provided herein, all Purchase Orders for Creation Units of Shares of the Trust and Distributor may not revoke a previously accepted Purchase Order, as defined in Section 2 of this Partare 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 Trust that, based on the valuation of such Deposit Security at the time of transfertransfer and market custom in the applicable market regarding when the value of the dividend, distribution or other corporate action is incorporated into the value of a security, should have been paid to the AP or any party for which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Sponsor or the Distributor reserve the absolute right to reject acceptance of a Purchase Order if: (i) the Sponsor determines that, due to position limits or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that time; (ii) it is determined by the Sponsor or the Distributor not to be in proper form; (iii) the Sponsor believes that acceptance would have adverse tax consequences to the Fund or its shareholders; (iv) the acceptance or receipt of a Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful; (v) if circumstances outside the control of the Sponsor, the Distributor or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets, or (vi) if there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an exchange for risk (“EFR”) transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 or ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Purchase Order. Exhibit B – Page 27 The Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Distributor is under no duty, however, to give notification of any specific defects or irregularities in the delivery of the Creation Basket Deposit nor shall the Distributor or the Trust 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 Part. 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 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 Sponsor Trust or the Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order (but shall provide the Authorized Participant reasonable notice and opportunity to correct such Purchase Order) if: (i) the Sponsor determines thatorder is not in proper form as determined by the Trust, due to position limits BNYM ETF Administrator or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that timeDistributor; (ii) it the portfolio of Deposit Securities delivered is determined not as specified by the Sponsor or the Distributor not to be in proper formDistributor; (iii) acceptance of the Sponsor believes that acceptance Deposit Securities would have certain adverse tax consequences to the Fund Trust or its shareholdersany Fund; (iv) the acceptance or receipt of a Creation Basket the Portfolio Deposit would, in the opinion of counsel to the Sponsorcounsel, be unlawful; (v) if the acceptance of the Portfolio Deposit would otherwise, in the reasonable 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 the SponsorTrust, the Distributor or the Custodian Transfer Agent make it for all practical purposes not feasible impossible to process creations of Creation Baskets, or (vi) if there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an exchange for risk (“EFR”) transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 or ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Purchase Order. The Trust or the Distributor shall promptly notify the AP of a rejection or revocation of any Purchase Order. The Trust and Distributor is are under no duty, however, to give notification of any specific defects or irregularities in the delivery of the Creation Basket Deposit Portfolio Deposits nor shall the Distributor or the Trust either of them incur any liability for the failure to give any such notification. The Except as provided herein, all Purchase Orders for Creation Units of Shares of the Trust and are irrevocable by the AP. Notwithstanding the foregoing, the Authorized Participant may revoke its Purchase Order in the event that the Trust has failed to fill its Purchase Order due to the voluntary or involuntary filing in bankruptcy or similar proceeding involving the Trust or the Fund to which the Order relates. In all cases, the Distributor may not revoke a previously accepted agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order, as defined in Section 2 of this Part. 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 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 Sponsor Trust or the Distributor reserve the absolute right to reject or revoke acceptance of a Purchase Order if: if (ia) the Sponsor determines that, due to position limits or otherwise, investment alternatives that will enable a Fund to meet its investment objective are order is not available to the Fund at that time; (ii) it is determined by the Sponsor or the Distributor not to be in proper form; (iiib) the Sponsor believes investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of the Fund; (c) the Deposit Securities delivered are not as disseminated through the facilities of the NYSE for that date by the Administrator, as described above; (d) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund or its shareholdersFund; (ive) the acceptance or receipt of a Creation Basket the Fund Deposit would, in the opinion of counsel to the Sponsorcounsel, be unlawful; (vf) if the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Advisor, have an adverse effect on the Trust or the rights of beneficial owners; or (g) in the event that circumstances outside the control of the SponsorTrust, the Distributor or and the Custodian Advisor make it for all practical purposes not feasible impossible to process creations Purchase Orders. Examples of Creation Basketssuch circumstances include acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or (vi) if there is a possibility that activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Fund’s advisor, the Distributor, DTC, NSCC or any or all of other participant in the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an exchange for risk (“EFR”) transaction in accordance with CME, CBOT, NYMEXcreation process, and COMEX Rule 538 or ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Purchase Ordersimilar extraordinary events. The Distributor shall notify a prospective creator of Creation Units and/or the AP Authorized Participant acting on behalf of a the purchaser of Creation Units of its rejection or revocation of any Purchase Orderthe order of such person. The Trust, the Administrator and the Distributor is are under no duty, however, to give notification of any specific defects or irregularities in the delivery of the Creation Basket Deposit Fund Deposits nor shall the Distributor or the Trust either of them incur any liability for the failure to give any such notification. The Trust and Distributor may not revoke a previously accepted Except as provided herein, all Purchase Order, as defined in Section 2 of this PartOrders are irrevocable by the AP. The Trust acknowledges its agreement to return to the AP or any party for which it is acting on behalf of, any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to 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 on behalf of which it is acting.

REJECTING OR SUSPENDING PURCHASE ORDERS. The Sponsor or the Distributor reserve the absolute right to reject acceptance of a Purchase Order if: (i) the Sponsor determines that, due to position limits or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that time; (ii) it is determined by the Sponsor or the Distributor not to be in proper form; (iii) the Sponsor believes that acceptance would have adverse tax consequences to the Fund or its shareholders; (iv) the acceptance or receipt of a Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful; (v) if circumstances outside the control of the Sponsor, the Distributor or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets, or (vi) if there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an exchange for risk (“EFR”) transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 or ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Purchase Order. The Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Distributor is under no duty, however, to give notification of any specific defects or irregularities in the delivery of the Creation Basket Deposit nor shall the Distributor or the Trust 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 Part. 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 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 Sponsor Trust or the Distributor reserve the absolute right to reject acceptance of a Purchase Order if: if (i) the Sponsor determines thatorder is not in proper form as determined by the Trust, due to position limits the BNYM ETF Administrator or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that timeDistributor; (ii) it subject to Section 5.1 of this Attachment A, Part A, the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is determined not able to deliver in physical form) delivered is not as specified by the Sponsor or the Distributor not to be in proper formDistributor; (iii) acceptance of the Sponsor believes that acceptance Deposit Securities would have certain adverse tax consequences to the Fund Trust or its shareholdersany Fund; (iv) the acceptance or receipt of a Creation Basket the Portfolio Deposit would, in the opinion of counsel to the Sponsorcounsel, be unlawful; or (v) if circumstances outside the control of the SponsorTrust, the Distributor or the Custodian Transfer Agent make it for all practical purposes not feasible impossible to process creations of Creation Baskets, or (vi) if there is a possibility that any or all of the Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an exchange for risk (“EFR”) transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 or ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Purchase Order. The Distributor shall notify the AP of a rejection or revocation of any Purchase Order. The Distributor is under no duty, however, to give notification of any specific defects or irregularities in the delivery of the Creation Basket Deposit Portfolio Deposits nor shall the Distributor or the Trust 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 PartAttachment. 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 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.