Common use of ROLE OF PARTICIPANT Clause in Contracts

ROLE OF PARTICIPANT. (a) Each party to this Agreement acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder. (c) The Participant represents that, from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input from the Participant. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants and warrants that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such change.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, contractor and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement acknowledges and agrees that, for a. For all purposes of this Agreement, the Participant will be (i) is deemed to be an independent contractor, contractor and will have (ii) has no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to Each Party shall make itself and its employees available, reasonably available upon reasonable request, request during normal business hours to consult with the Fund or the Distributor other Parties or their designees concerning the performance of the Participant’s its responsibilities under this Agreement. (b) b. The Participant agrees as a DTC shall have the responsibilities set forth herein regardless of whether transactions conducted hereunder are for its own account or are conducted by the Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderits clients. (c) c. The Participant represents that, that it may be a Beneficial Owner of Fund Shares from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to shall irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, Distributor (as attorney and proxy for the Participant hereunder: under this Clause 10), (i) is hereby given shall have full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (d) d. The Participant represents, covenants and warrants represents that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and internal controls in place that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including applicable provisions of the term USA PATRIOT Act, the regulations administered by the U.S. Department of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination Treasury’s Office of this AgreementForeign Assets Control, and Participant shall give prompt written notice to the Distributor, Transfer Agent and rules promulgated by the Fund of such changeSEC.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant representsunderstands that under the terms of [applicable Listing Exchange rule], covenants the [Listing Exchange] requires that members, including Equity Permit Holders and warrants Market Makers, provide to all purchasers of Fund Shares a written description of the terms and characteristics of such securities, in a form prepared by the open-end management investment company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, members shall include a written description with any sales material relating to Fund Shares that it is provided to customers or the public. Any other written materials provided by a member to customers or the public making specific reference to a Fund of the Trust as an investment vehicle must include a statement in substantially the following form: “A circular describing the terms and characteristics of Fund Shares has established been prepared by the Trust and is available from your broker or the [Listing Exchange]. It is recommended that you obtain and review such circular before purchasing Fund Shares. In addition, upon request you may obtain from your broker a prospectus for Fund Shares.” Such other written materials provided by a member to customers or the public shall include all other necessary and appropriate disclosures. A Participant who is a [Listing Exchange] member carrying an omnibus account for a non-member broker-dealer is required, if appropriate, to inform such non-member that the execution of an order to purchase Fund Shares for such omnibus account will be deemed to constitute agreement by the non-member to make such written description available to its customers on the same terms as are directly applicable to members under this Rule. (f) The Participant further represents that its anti-money laundering program (“AML Program”) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, contractor and will have no authority to act as agent for the Fund Trust, Funds, or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to shall make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund or Trust, the Distributor Distributor, or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees (as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it ) shall extend to such party all of the rights, rights (and shall be bound by all of the obligations, ) of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, from time to time, that it may be a beneficial owner “Beneficial Owner” (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Shares. To the extent that it is a Beneficial Owner, the Participant agrees to shall irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the other shareholders of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to timeappoint; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon This irrevocable proxy shall automatically terminate with respect to any Fund or the Distributor’s request and in Trust as a whole if the Distributor ceases to act as Distributor to any Fund or the Trust, as applicable. In connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned this grant by the Participant on any record date established by to the FundDistributor of its irrevocable proxy, which the Distributor hereby accepts, the Distributor represents and warrants to the Participant that it has an interest in the Fund sufficient to support this irrevocable proxy as provided under applicable law. (d) The Participant represents, covenants represents and warrants that it has established implemented (and shall maintain and implement on an on-going basis) an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement, it will maintain 1970 and the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination USA PATRIOT Act of this Agreement2001, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where the Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered, or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input from the Participant. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to, the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Trust, Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Trust or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectus. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input from the Participant. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant represents, covenants and warrants further represents that it has established an its anti-money laundering program (“AML Program”) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the United States Securities and Exchange Commission, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited towithout limitation, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the other shareholders of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Trust, Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Trust, Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The To the extent Participant agrees as is a DTC Participant, Participant and agrees, in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001 and provides for screening all new and existing customers against the U.S. trade and economic sanctions programs administered by the U.S. Department of the Treasury’s Office of the Foreign Asset Control and against any other government list that is or becomes required under the USA PATRIOT Act OF 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant representsunderstands that the NYSE Arca, covenants Inc. (the “NYSE Arca”) requires that members, including Equity Permit Holders and warrants Market Makers, provide to all purchasers of Fund Shares a written description of the terms and characteristics of such securities, in a form prepared by the open-end management investment company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, members shall include a written description with any sales material relating to Fund Shares that it is provided to customers or the public. Any other written materials provided by a member to customers or the public making specific reference to a Fund of the Trust as an investment vehicle must include a statement in substantially the following form: “A circular describing the terms and characteristics of Fund Shares has established been prepared by the Trust and is available from your broker or the NYSE Arca. It is recommended that you obtain and review such circular before purchasing Fund Shares. In addition, upon request you may obtain from your broker a prospectus for Fund Shares.” Such other written materials provided by a member to customers or the public shall include all other necessary and appropriate disclosures. A Participant who is a NYSE Arca member carrying an omnibus account for a non-member broker-dealer is required, if appropriate, to inform such non-member that the execution of an order to purchase Fund Shares for such omnibus account will be deemed to constitute agreement by the non-member to make such written description available to its customers on the same terms as are directly applicable to members under this Rule. (f) The Participant further represents that its anti-money laundering program (“AML Program”) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Funds or the Distributor upon the request of the Funds or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of a Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant representsunderstands that under the terms of NYSE Arca, covenants Inc. (“NYSE Arca”), the NYSE Arca requires that members, including Equity Permit Holders and warrants Market Makers, provide to all purchasers of Fund Shares a written description of the terms and characteristics of such securities, in a form prepared by the open-end management investment company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, members shall include a written description with any sales material relating to Fund Shares that it is provided to customers or the public. Any other written materials provided by a member to customers or the public making specific reference to a Fund of the Trust as an investment vehicle must include a statement in substantially the following form: “A circular describing the terms and characteristics of Fund Shares has established been prepared by the Trust and is available from your broker or the NYSE Arca. It is recommended that you obtain and review such circular before purchasing Fund Shares. In addition, upon request you may obtain from your broker a prospectus for Fund Shares.” Such other written materials provided by a member to customers or the public shall include all other necessary and appropriate disclosures. A Participant who is an NYSE Arca member carrying an omnibus account for a non-member broker-dealer is required, if appropriate, to inform such non-member that the execution of an order to purchase Fund Shares for such omnibus account will be deemed to constitute agreement by the non-member to make such written description available to its customers on the same terms as are directly applicable to members under this Rule. (f) The Participant further represents that its anti-money laundering program (“AML Program”) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement acknowledges and agrees that, for a. For all purposes of this Agreement, the Participant will be (i) is deemed to be an independent contractor, contractor and will have (ii) has no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to shall make itself and its employees available, available upon reasonable request, request during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) b. The Participant agrees Participant, as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, rights (and shall be bound by all of the obligations, ) of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) c. The Participant represents that, that it may be a Beneficial Owner of Fund Shares from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to shall irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, Distributor (as attorney and proxy for the Participant hereunder: under this Clause 10), (i) is hereby given shall have full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (d) d. The Participant represents, covenants and warrants further represents that it has established an its anti-money laundering program (“AML Program”) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program (at a minimum) (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Trust, Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Trust or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input from the Participant. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, that for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s 's responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectus. (c) The Participant agrees to maintain all books and records of all sales of ETF Shares made by or through it pursuant to its obligations under the federal Securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)ETF Shares. To the extent that it is a Beneficial Ownerbeneficial owner of ETF Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant's beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant representsunderstands that under the terms of NYSE Arca requires that members, covenants including Equity Permit Holders and warrants Market Makers, provide to all purchasers of ETF Shares a written description of the terms and characteristics of such securities, in a form prepared by the open-end management investment company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, members shall include a written description with any sales material relating to ETF Shares that is provided to customers or the public. Any other written materials provided by a member to customers or the public making specific reference to a Fund of the Trust as an investment vehicle must include a statement in substantially the following form: "A circular describing the terms and characteristics of RevenueShares ETF Trust is available from your broker or NYSE Arca. It is recommended that you obtain and review such circular before purchasing ETF Shares. In addition, upon request you may obtain from your broker a prospectus for ETF Shares." Such other written materials provided by a member to customers or the public shall include all other necessary and appropriate disclosures. A Participant who is a NYSE Arca member who is carrying an omnibus account for a non-member broker-dealer is required, if appropriate, to inform such non-member that the execution of an order to purchase ETF Shares for such omnibus account will be deemed to constitute agreement by the non-member to make such written description available to its customers on the same terms as are directly applicable to members under this Rule. (f) The Participant affirms that it has established an maintains procedures that are reasonably designed to safeguard non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation. (g) The Participant further represents that its anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program is maintained consistent with the all applicable federal laws, rules under section 326 of and regulations, including the USA Patriot Act, (vi) provides for Act and rules promulgated by the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeSEC.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Trust, Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Trust or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the other shareholders of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant represents, covenants and warrants further represents that it has established an its anti-money laundering program (“AML Program”) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s ’ s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’ s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant representsunderstands that under the terms of [applicable Listing Exchange rule], covenants the [Listing Exchange] requires that members, including Equity Permit Holders and warrants Market Makers, provide to all purchasers of Fund Shares a written description of the terms and characteristics of such securities, in a form prepared by the open-end management investment company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, members shall include a written description with any sales material relating to Fund Shares that it is provided to customers or the public. Any other written materials provided by a member to customers or the public making specific reference to a Fund of the Trust as an investment vehicle must include a statement in substantially the following form: “ A circular describing the terms and characteristics of Fund Shares has established been prepared by the Trust and is available from your broker or the [Listing Exchange]. It is recommended that you obtain and review such circular before purchasing Fund Shares. In addition, upon request you may obtain from your broker a prospectus for Fund Shares.” Such other written materials provided by a member to customers or the public shall include all other necessary and appropriate disclosures. A Participant who is a [Listing Exchange] member carrying an omnibus account for a non-member broker-dealer is required, if appropriate, to inform such non-member that the execution of an order to purchase Fund Shares for such omnibus account will be deemed to constitute agreement by the non-member to make such written description available to its customers on the same terms as are directly applicable to members under this Rule. (f) The Participant further represents that its anti-money laundering program (““ AML Program”” ) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant represents, covenants and warrants that it currently is, and will continue to be throughout the term of this Agreement, a “qualified institutional buyer” as such term is defined in Rule 144A of the 1933 Act. Any change in the foregoing status of Participant shall terminate this Agreement and Participant shall give prompt notice to the Distributor, Transfer Agent and the Trust of such change. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 19341900 Xxx) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no shares in the manner the Distributor shall determine without reference to or input from the Participant. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant represents, covenants and warrants further represents that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer policies and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls procedures in place that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws laws, rules and regulations. The Participant agrees that, including applicable provisions of the Bank Secrecy Act of 1970, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the rules administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the SEC, and FINRA, further that it will maintain such policies and procedures throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions Agreement as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changelong as they are required.

ROLE OF PARTICIPANT. (a) Each party to this Agreement acknowledges and agrees that, for a. For all purposes of this Agreement, the Participant will be (i) is deemed to be an independent contractor, contractor and will have (ii) has no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to shall make itself and its employees available, available upon reasonable request, request during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) b. The Participant agrees as a DTC shall have the responsibilities set forth herein regardless of whether transactions conducted hereunder are for its own account or are conducted by the Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderits clients. (c) c. The Participant represents that, that it may be a Beneficial Owner of Fund Shares from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to shall irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, Distributor (as attorney and proxy for the Participant hereunder: under this Clause 10), (i) is hereby given shall have full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (d) d. The Participant represents, covenants and warrants represents that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and internal controls in place that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including applicable provisions of the term USA PATRIOT Act, the regulations administered by the U.S. Department of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination Treasury’s Office of this AgreementForeign Assets Control, and Participant shall give prompt written notice to the Distributor, Transfer Agent and rules promulgated by the Fund of such changeSEC.

ROLE OF PARTICIPANT. (a) Each party to this Agreement acknowledges and agrees that, for a. For all purposes of this Agreement, the Participant will be (i) is deemed to be an independent contractor, contractor and will have (ii) has no authority to act as agent for the Trust, any Fund or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to Each Party shall make itself and its employees available, reasonably available upon reasonable request, request during normal business hours to consult with the Fund or the Distributor other Parties or their designees concerning the performance of the Participant’s its responsibilities under this Agreement. (b) b. The Participant agrees as a DTC shall have the responsibilities set forth herein regardless of whether transactions conducted hereunder are for its own account or are conducted by the Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderits clients. (c) c. The Participant represents that, that it may be a Beneficial Owner of Fund Shares from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to shall irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, Distributor (as attorney and proxy for the Participant hereunder: under this Clause 10), (i) is hereby given shall have full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (d) d. The Participant represents, covenants and warrants represents that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and internal controls in place that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including applicable provisions of the term USA PATRIOT Act, the regulations administered by the U.S. Department of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination Treasury’s Office of this AgreementForeign Assets Control, and Participant shall give prompt written notice to the Distributor, Transfer Agent and rules promulgated by the Fund of such changeSEC.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor or any other service providers to the Trust in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant represents agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents, covenants and warrants that, from time to time, it may be a beneficial Beneficial Owner or legal owner of Shares (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”1934 Act). To the extent that it is a Beneficial Owner, the The Participant agrees to irrevocably appoint the Distributor as its attorney agent and proxy with full authorization and power to vote (or abstain from voting) its beneficially or legally owned Shares which the Participant has not rehypothecated and which the Participant is or may be entitled to vote at any meeting of shareholders of the Trust held after the effective date of this Agreement, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with no input respect thereto. The Distributor shall vote (or abstain from voting) such Shares in accordance with Distributor’s proxy voting policies and procedures, with complete independence from and without any regard to any views, statements or interests of the Authorized Participant, its affiliates or any other person. The Participant acknowledges that the Distributor will not exercise discretion or otherwise provide advice or guidance to the Participant or any other party in connection with any vote (or abstention thereof). The Distributor may carry out its responsibilities hereunder through an agent, nominee, attorney or such other third party as it deems necessary or appropriate, to the extent allowable pursuant to applicable law. For purposes of this Section, beneficially owned Shares shall not include those Shares for which the Participant is the record owner but which are held for the benefit of third parties or in customer or fiduciary accounts in the ordinary course of business, unless the Participant instructs the Distributor in writing otherwise. The Participant acknowledges that the Distributor will not exercise the voting rights applicable to such Shares unless the Participant instructs the Distributor in writing otherwise. For the avoidance of doubt, it shall be the responsibility of the Participant to instruct the Distributor in writing as to which Shares will/will not be voted by the agent and proxy pursuant to this Section. The Participant represents that it has all the necessary legal power and authority to vote, and to appoint an agent and proxy to vote, all such Shares as contemplated herein. The Participant hereby agrees to indemnify and hold harmless the Distributor from and against any loss, liability, cost or expense suffered or incurred by such Distributor resulting directly from losses, liabilities or expenses resulting from this Proxy other than those arising from the Participantnegligence, bad faith or willful misconduct of the Distributor. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneysattorneys in any lawful manner deemed appropriate by it, including in writing, by telephone, facsimile, electronically (including through the internet) or otherwise. This irrevocable The powers of such agent and proxy terminates upon termination shall include (without limiting its general powers hereunder) the power to receive and waive any notice of any meeting on behalf of the AgreementParticipant. Upon the Distributor’s request and in connection with the exercise The appointment of the Distributor as agent and proxy granted hereinshall be deemed renewed each time Participant acquires Shares as a beneficial owner. The Distributor shall serve as an irrevocable agent and proxy for the Participant under this Section for so long (and only so long) as this Agreement remains in effect. In the event Applicable Law prevents the assignment of the irrevocable proxy, or deems such proxy to expire due to the passage of time, the Participant hereby agrees to execute and deliver such additional documentation as may be necessary to cause the Distributor to serve as its attorney and proxy for the purposes discussed in this Agreement. The Distributor shall disclose promptly notify the number Participant if the Distributor ceases to act as Distributor to any Fund or the Trust, as applicable. The Distributor may terminate this irrevocable proxy (i.e., this Section after sixty (60) days written notice to the Participant and termination of shares beneficially owned this irrevocable proxy by itself shall not serve to terminate the Agreement (e) The Participant understands that under the terms of the NYSE Arca, Inc. (the “Listing Exchange”) requires that members, including Equity Permit Holders and Market Makers, provide to all purchasers of Fund Shares a written description of the terms and characteristics of such securities, in a form prepared by the Participant on open-end management investment company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, members shall include a written description with any record date established sales material relating to Fund Shares that is provided to customers or the public. Any other written materials provided by a member to customers or the public making specific reference to a Fund of the Trust as an investment vehicle must include a statement in substantially the following form: “A circular describing the terms and characteristics of Fund Shares has been prepared by the FundTrust and is available from your broker or the Listing Exchange. It is recommended that you obtain and review such circular before purchasing Fund Shares. In addition, upon request you may obtain from your broker a prospectus for Fund Shares.” Such other written materials provided by a member to customers or the public shall include all other necessary and appropriate disclosures. A Participant who is a Listing Exchange member carrying an omnibus account for a non-member broker-dealer is required, if appropriate, to inform such non-member that the execution of an order to purchase Fund Shares for such omnibus account will be deemed to constitute agreement by the non-member to make such written description available to its customers on the same terms as are directly applicable to members under this Rule. (df) The Participant represents, covenants and warrants represents that it has established an its anti-money laundering program (“AML Program”) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement acknowledges and The Participant agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for of the Fund Trust, the Funds, or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees Participant, as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third partyParticipant, agrees that it shall extend to such party all of the rights, and shall be bound by all of the obligations, obligations of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectus. (c) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Fund Shares with no input from the Participant. The Distributor, as attorney and proxy for the Participant hereunder: under this paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon the termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001 and sanctions issued by the Office of the Foreign Asset Control or similar authority, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund or Funds, the Distributor Distributor, the Index Receipt Agent or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant represents, covenants and warrants represents that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, procedures and internal controls in place that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. , including applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”), the regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and the rules promulgated by the SEC. (f) The Participant agrees that, throughout that it shall safeguard the term privacy of this Agreement, it will maintain the AML Program non-public personal information in substantial conformity accordance with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeprocedures required under Section 11(b) hereof.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s 's responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“"Beneficial Owner”"). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input from the Participant. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iiiii i) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant represents, covenants and warrants further represents that it has established an its anti-money laundering program (“AML Program”) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing ex isting customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an ongoing basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where the Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, contractor and will have no authority to act as agent for the Fund Trust, Funds, or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Trust, Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement, provided that the Participant shall be under no obligation to divulge or otherwise discuss any information that the Participant reasonably believes: (i) is proprietary in nature, or (ii) the disclosure of which to third parties would be in violation of applicable laws, rules, or regulations, or Participant’s contractual confidentiality obligations. (b) The Participant agrees agrees, as a DTC Participant and in connection with any purchase Purchase or redemption transactions Redemption Orders in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with any Prospectus. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy automatically renews with each proxy vote and terminates upon termination of the Agreement. Upon The Distributor shall serve as an irrevocable attorney and proxy for the Distributor’s request Participant for so long (and only so long) as this Agreement remains in connection with the exercise effect. The appointment of the Distributor as attorney and proxy granted hereinshall be deemed renewed each time Participant acquires Shares as a beneficial owner. This irrevocable proxy shall automatically terminate with respect to any series or the Fund as a whole, if the Participant shall disclose the number of shares beneficially owned by the Participant on Distributor ceases to act as Distributor to any record date established by series or the Fund, as applicable. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, contractor and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s 's responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“"Beneficial Owner”"). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant's beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant's beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Company. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days' written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001 and sanctions issued by the Office of the Foreign Asset Control or similar authority, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, that for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectus. (c) The Participant agrees to maintain all books and records of all sales of ETT Shares made by or through it pursuant to its obligations under the federal Securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)ETT Shares. To the extent that it is a Beneficial Ownerbeneficial owner of ETT Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant representsunderstands that under the terms of NYSE Arca Equities Rule 5.2(j)(3) Investment Company Units Listing Standards, covenants NYSE Arca, Inc. requires that members, including Equity Permit Holders and warrants Market Makers, provide to all purchasers of ETT Shares a written description of the terms and characteristics of such securities, in a form prepared by the open-end management investment company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, members shall include a written description with any sales material relating to ETT Shares that is provided to customers or the public. Any other written materials provided by a member to customers or the public making specific reference to a Fund of the Trust as an investment vehicle must include a statement in substantially the following form: “A circular describing the terms and characteristics of [ETT Shares] has been prepared by Zxxxxxx Exchange Traded Trust NYSE Arca Tech 100 ETF and is available from your broker or NYSE Arca, Inc. It is recommended that you obtain and review such circular before purchasing ETT Shares. In addition, upon request you may obtain from your broker a prospectus for ETT Shares.” Such other written materials provided by a member to customers or the public shall include all other necessary and appropriate disclosures. A Participant who is a NYSE Arca, Inc. member who is carrying an omnibus account for a non-member broker-dealer is required, if appropriate, to inform such non-member that the execution of an order to purchase ETT Shares for such omnibus account will be deemed to constitute agreement by the non-member to make such written description available to its customers on the same terms as are directly applicable to members under this Rule. (f) The Participant affirms that it has established an maintains procedures that are reasonably designed to safeguard non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation. (g) The Participant further represents that its anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program is maintained consistent with the all applicable federal laws, rules under section 326 of and regulations, including the USA Patriot Act, (vi) provides for Act and rules promulgated by the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeSEC.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, that for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s 's responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and agrees, in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectus. (c) The Participant agrees to maintain records of all sales of ETT Shares made by or through it and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)ETT Shares. To the extent that it is a Beneficial Ownerbeneficial owner of ETT Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant's beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. within sixty (d60) The Participant represents, covenants and warrants that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt days written notice to the DistributorParticipant. (e) The Participant understands that under the terms of NYSE Arca Equities Rule 5.2(j)(3) Investment Company Units Listing Standards, Transfer Agent NYSE Arca, Inc. requires that members, including Equity Permit Holders and Market Makers, provide to all purchasers of ETT Shares a written description of the terms and characteristics of such securities, in a form prepared by the open-end management investment company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, members shall include a written description with any sales material relating to ETT Shares that is provided to customers or the public. Any other written materials provided by a member to customers or the public making specific reference to a Fund of the Trust as an investment vehicle must include a statement in substantially the following form: "A circular describing the terms and characteristics of [ETT Shares] has been prepared by The Exchange Traded Trust NYSE Arca Tech 100 ETF and is available from your broker or NYSE Arca, Inc. It is recommended that you obtain and review such changecircular before purchasing ETT Shares. In addition, upon request you may obtain from your broker a prospectus for ETT Shares." Such other written materials provided by a member to customers or the public shall include all other necessary and appropriate disclosures. A Participant who is a NYSE Arca, Inc. member who is carrying an omnibus account for a non-member broker-dealer is required, if appropriate, to inform such non-member that the execution of an order to purchase ETT Shares for such omnibus account will be deemed to constitute agreement by the non-member to make such written description available to its customers on the same terms as are directly applicable to members under this Rule.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. within sixty (d60) The Participant represents, covenants and warrants that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt days written notice to the Distributor, Transfer Agent and the Fund of such changeParticipant.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, contractor and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Company. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) or 13d-3 of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. within sixty (d60) The Participant represents, covenants and warrants that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt days written notice to the Distributor, Transfer Agent and the Fund of such changeParticipant.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Trust, Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Trust, Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Trust, Funds or the Distributor upon the request of the Trust, Funds or the Distributor subject to any privacy, confidentiality, or other obligations it may have to its customers arising under federal or state securities laws or the applicable rules of any self-regulatory organization. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 19341000 Xxx) of Shares (“Beneficial Owner”)Shares. To the extent that it is a Beneficial OwnerOwner of Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares, provided that, for the avoidance of doubt, such appointment would be limited in scope to the matters described in this subparagraph (d). The Distributor, which accepts the appointment, intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of each Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in In connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned this grant by the Participant on any record date established by to the FundDistributor of its irrevocable proxy, which the Distributor hereby accepts, the parties agree that this irrevocable proxy is coupled with an interest sufficient in law to support the irrevocable power. (de) The Participant represents, covenants and warrants represents that it has established implemented an anti-money laundering program (“AML Program”) that consistent with all applicable federal laws, including the Bank Secrecy Act, as amended by the USA Patriot Act, and the regulations thereunder, and FINRA Rule 3310. At a minimum, the Participant’s AML Program (i) designates a compliance officer establishes and implements policies and procedures that can be reasonably expected to administer detect and oversee cause the AML Program, reporting of transactions required under 31 U.S.C. 5318(g) and the implementing regulations thereunder; (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal establish and implements policies, procedures, and internal controls that are tailored reasonably designed to its particular business, achieve compliance with the Bank Secrecy Act and the implementing regulations thereunder; (iii) provides for annual independent testing; (iv) designates an individual or individuals responsible for implementing and monitoring the day-to-day operations and internal controls of the program; and (v) includes a customer identification program consistent with provides ongoing training for appropriate personnel. The Participant represents that it maintains policies and procedures to screen for “specially designated nationals” and other prohibited persons under the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against regulations administered by the Office of Foreign Asset Assets Control list (codified at 31 CFR 500 et seq.). The Distributor shall verify the identity of each Participant and any other government list that is or becomes required under maintain identification verification and transactional records in accordance with the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-requirements of applicable laws and regulations aimed at the prevention and detection of money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, that for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectus. (c) The Participant agrees to maintain all books and records of all sales of ETF Shares made by or through it pursuant to its obligations under the federal Securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)ETF Shares. To the extent that it is a Beneficial Ownerbeneficial owner of ETF Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant representsunderstands that under the terms of NYSE Arca Equities Rule 5.2(j)(3) Investment Company Units Listing Standards, covenants NYSE Arca, Inc. requires that members, including Equity Permit Holders and warrants Market Makers, provide to all purchasers of ETF Shares a written description of the terms and characteristics of such securities, in a form prepared by the open-end management investment company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, members shall include a written description with any sales material relating to ETF Shares that is provided to customers or the public. Any other written materials provided by a member to customers or the public making specific reference to a Fund of the Trust as an investment vehicle must include a statement in substantially the following form: “A circular describing the terms and characteristics of [ETF Shares] has been prepared by Zxxxxxx Exchange Traded Trust NYSE Arca Tech 100 ETF and is available from your broker or NYSE Arca, Inc. It is recommended that you obtain and review such circular before purchasing ETF Shares. In addition, upon request you may obtain from your broker a prospectus for ETF Shares.” Such other written materials provided by a member to customers or the public shall include all other necessary and appropriate disclosures. A Participant who is a NYSE Arca, Inc. member who is carrying an omnibus account for a non-member broker-dealer is required, if appropriate, to inform such non-member that the execution of an order to purchase ETF Shares for such omnibus account will be deemed to constitute agreement by the non-member to make such written description available to its customers on the same terms as are directly applicable to members under this Rule. (f) The Participant affirms that it has established an maintains procedures that are reasonably designed to safeguard non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation. (g) The Participant further represents that its anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program is maintained consistent with the all applicable federal laws, rules under section 326 of and regulations, including the USA Patriot Act, (vi) provides for Act and rules promulgated by the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeSEC.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 19341000 Xxx) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant representsunderstands that under the terms of [applicable Listing Exchange rule], covenants the [Listing Exchange] requires that members, including Equity Permit Holders and warrants Market Makers, provide to all purchasers of Fund Shares a written description of the terms and characteristics of such securities, in a form prepared by the open-end management investment company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, members shall include a written description with any sales material relating to Fund Shares that it is provided to customers or the public. Any other written materials provided by a member to customers or the public making specific reference to a Fund of the Trust as an investment vehicle must include a statement in substantially the following form: “A circular describing the terms and characteristics of Fund Shares has established been prepared by the Trust and is available from your broker or the [Listing Exchange]. It is recommended that you obtain and review such circular before purchasing Fund Shares. In addition, upon request you may obtain from your broker a prospectus for Fund Shares.” Such other written materials provided by a member to customers or the public shall include all other necessary and appropriate disclosures. A Participant who is a [Listing Exchange] member carrying an omnibus account for a non-member broker-dealer is required, if appropriate, to inform such non-member that the execution of an order to purchase Fund Shares for such omnibus account will be deemed to constitute agreement by the non-member to make such written description available to its customers on the same terms as are directly applicable to members under this Rule. (f) The Participant further represents that its anti-money laundering program (“AML Program”) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970, it will maintain the AML Program in substantial conformity with USA PATRIOT Act of 2001 and the foregoing provisions sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Asset Control, each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants and warrants that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such change.substitute

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, contractor and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001 and sanctions issued by the Office of the Foreign Asset Control or similar authority, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant represents, covenants and warrants that it currently is, and will continue to be throughout the term of this Agreement, a “qualified institutional buyer” as such term is defined in Rule 144A of the 1933 Act. Any change in the foregoing status of Participant shall terminate this Agreement and Participant shall give prompt notice to the Distributor, Transfer Agent and the Trust of such change. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 19340000 Xxx) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no shares in the manner the Distributor shall determine without reference to or input from the Participant. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant represents, covenants and warrants further represents that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer policies and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls procedures in place that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws laws, rules and regulations. The Participant agrees that, including applicable provisions of the Bank Secrecy Act of 1970, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the rules administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the SEC, and FINRA, further that it will maintain such policies and procedures throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions Agreement as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changelong as they are required.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants and warrants that it has established an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such change.

ROLE OF PARTICIPANT. (a) Each party to this Agreement acknowledges and The Participant agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for of the Fund Trust or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the a Fund or the Distributor Distributor, or their designees designees, concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees Participant, as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third partyParticipant, agrees that it shall extend to such party all of the rights, and shall be bound by all of the obligations, obligations of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectus. (c) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Fund Shares with no input from the Participant. The Distributor, as attorney and proxy for the Participant hereunderunder this paragraph: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon the termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Trust, Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Trust or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input from the Participant. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon request of the Distributor’s request Distributor and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundTrust. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, contractor and will have no authority to act as agent for the Fund Trust, Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Trust, Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase Purchase or redemption transactions Redemption Orders in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant representsunderstands that under the terms of New York Stock Exchange Arca (the “NYSE Arca”), covenants the NYSE Arca requires that members, including Equity Permit Holders and warrants Market Makers, provide to all purchasers of Fund Shares a written description of the terms and characteristics of such securities, in a form prepared by the open-end management investment company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, members shall include a written description with any sales material relating to Fund Shares that it is provided to customers or the public. Any other written materials provided by a member to customers or the public making specific reference to a Fund of the Trust as an investment vehicle must include a statement in substantially the following form: “A circular describing the terms and characteristics of Fund Shares has established been prepared by the Trust and is available from your broker or the NYSE Arca. It is recommended that you obtain and review such circular before purchasing Fund Shares. In addition, upon request you may obtain from your broker a prospectus for Fund Shares.” Such other written materials provided by a member to customers or the public shall include all other necessary and appropriate disclosures. A Participant who is a NYSE Arca member carrying an omnibus account for a non-member broker-dealer is required, if appropriate, to inform such non-member that the execution of an order to purchase Fund Shares for such omnibus account will be deemed to constitute agreement by the non-member to make such written description available to its customers on the same terms as are directly applicable to members under this Rule. (f) The Participant further represents that its anti-money laundering program (“AML Program”) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase creation or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the other shareholders of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. , including but not limited to the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001, each as amended from time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency. (e) The Participant agrees that, throughout to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the term federal securities laws and to furnish copies of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice such records to the Trust or the Distributor upon the request of the Trust or the Distributor, Transfer Agent and the Fund of such change.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Fund Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Fund or the Distributor upon the request of the Fund or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of with sixty (60) days prior written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant represents, covenants and warrants further represents that it has established an its anti-money laundering program (“AML Program”) is maintained consistent with all applicable federal laws, rules and regulations, including the USA Patriot Act and rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement acknowledges and agrees that, for a. For all purposes of this Agreement, the Participant will be (i) is deemed to be an independent contractor, contractor and will have (ii) has no authority to act as agent for the Company, any Fund or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to Each Party shall make itself and its employees available, reasonably available upon reasonable request, request during normal business hours to consult with the Fund or the Distributor other Parties or their designees concerning the performance of the Participant’s its responsibilities under this Agreement, provided that the Participant shall be under no obligation to divulge or otherwise discuss any information (i) that the Participant reasonably believes is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited by Applicable Law. (b) b. The Participant agrees as a DTC shall have the responsibilities set forth herein regardless of whether transactions conducted hereunder are for its own account or are conducted by the Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderits clients. (c) c. The Participant represents that, from time to time, that it may be a beneficial owner Beneficial Owner of Fund Shares from time to time (as that term is defined in Rule 16a-1(a)(216a-l(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”1934 Act). To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to shall irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no shares in the manner the Distributor shall determine without reference to or input from the Participant and the Distributor accepts such appointment as the Participant's proxy. The Distributor, Distributor (as attorney and proxy for the Participant hereunder: under this Clause 10), (i) is hereby given shall have full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneysattorneys in any lawful manner deemed appropriate by it, including in writing, by telephone, facsimile, electronically (including through the internet) or otherwise. This irrevocable proxy terminates upon termination The powers of the Agreement. Upon Distributor as attorney and proxy under this paragraph shall include (without limiting its general powers hereunder) the Distributor’s request power to receive and in connection with the exercise waive any notice of any meeting on behalf of the Participant. The appointment of the Distributor as attorney and proxy granted hereinshall be deemed renewed each time Participant acquires Fund Shares as a beneficial owner. The Distributor shall serve as an irrevocable attorney and proxy for the Participant under this Clause for so long (and only so long) as this Agreement remains in effect. In the event applicable law prevents the assignment of the irrevocable power of attorney and proxy, or deems such power of attorney and proxy to expire due to the passage of time, the Participant hereby agrees to execute and deliver such additional documentation as may be necessary to cause the Distributor to serve as its attorney and proxy for the purposes discussed in this Agreement. The Distributor shall disclose the number of shares beneficially owned by promptly notify the Participant on if the Distributor ceases to act as Distributor to any record date established by Fund or the FundCompany, as applicable. Distributor may terminate this irrevocable proxy within sixty (60) days written notice to the Participant. (d) d. The Participant represents, covenants and warrants represents that it has established an policies, procedures, and internal controls in place that are reasonably designed to comply with all applicable anti-money laundering program laws and regulations (“AML Program”) ), including applicable provisions of the USA PATRIOT Act, the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, and the rules promulgated by the SEC, and that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, . The Distributor shall verify the identity of each Authorized Participant and (x) is otherwise reasonably designed to comply maintain identification verification and transactional records in accordance with all the requirements of applicable anti-laws and regulations aimed at the prevention and detection of money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, contractor and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. Each party to this Agreement acknowledges that the other party may enter into similar agreements with third parties. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor, generally, will abstain from voting any of the Participant’s beneficially owned Shares. However, should the Distributor be required to vote the Participant’s beneficially owned Shares, it will mirror vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the other shareholders of the Fund. The Distributor, as limited attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request of Distributor and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundCompany. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. , including but not limited to the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001, each as amended from time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency or self-regulatory organization. (e) The Participant agrees thatrepresents, throughout the term of this Agreementcovenants and warrants that it and/or its affiliates, or any party hired by it will maintain not offer or distribute any Creation Units or any Shares to a customer, including any government, entity or individual, where such an offer or distribution would be prohibited under the AML Program laws, rules, regulations, edicts, orders or resolutions of the United Nations, the European Union, the United Kingdom, the United States, or any other jurisdiction in substantial conformity with which it is located, including but not limited to an offer or distribution of Creation Units or Shares to any government, entity or individual within Iran, Cuba, Sudan, North Korea, Syria, the foregoing provisions Crimea region of Ukraine, or any other jurisdiction that becomes subject to a comprehensive trade embargo by the United Nations, EU, UK, or the United States, or to any person or entity listed on the Specially Designated Nationals and Blocked Persons List or the Foreign Sanctions Evaders List administered by the United States Department of the Treasury, as such programs and lists may be amended from time to time, or supplemented other blacklist administered by an agency of an applicable U.S. federal jurisdiction including an agency of the United States, the United Kingdom, or the United Nations. (f) The Participant represents, covenants and warrants that it has implemented and shall maintain policies, procedures and internal controls reasonably designed to prevent and detect violations by those acting on its behalf of any applicable anti-corruption laws or regulations including self-regulatory organization regulations. Any change ; giving money or anything of value to obtain or retain business or favorable treatment; and making any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any person, including but not limited to domestic or foreign government officials or employees, customers and commercial counterparties. (g) The Participant represents, covenants and warrants that neither it nor anyone acting on its behalf will, in connection with this agreement, make or authorize, directly or indirectly: (i) any improper payment or promise to pay, or (ii) any gift or promise to give any money or anything of value to any governmental official, customer, or commercial counterparty for the foregoing shall result in the automatic termination purpose of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund improperly influencing any official act or decision of such changeofficial, customer, or commercial counterparty or inducing him or her to use his or her influence improperly.

ROLE OF PARTICIPANT. (a) Each party to this Agreement The Participant acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Trust, Funds or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Trust, Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Fund Documents. (c) The Participant agrees to maintain all books and records of all sales of Shares made by or through it pursuant to its obligations under the federal securities laws and to furnish copies of such records to the Trust, Funds or the Distributor upon the request of the Trust, Funds or the Distributor. (d) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 19341000 Xxx) of Shares (“Beneficial Owner”)Shares. To the extent that it is a Beneficial OwnerOwner of Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares with no input shares. The Distributor intends to vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of all other shareholders of each Fund on any matter submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant hereunder: under this Paragraph, (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This Distributor may terminate this irrevocable proxy terminates upon termination of within sixty (60) days written notice to the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the FundParticipant. (de) The Participant representsunderstands and acknowledges that the method by which Shares will be created and traded may raise certain issues under applicable securities laws and regulations. For example, covenants because new Creation Units may be issued and warrants sold by the Trust on an ongoing basis, at any point a “distribution”, as such term is used in the 1933 Act, may occur. The Participant acknowledges that the Distributor and the Trust have cautioned Participant that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a Prospectus. Neither the Distributor nor the Index Receipt Agent or Trust will indemnify Participant for any violations of the federal securities laws committed by the Participant. (f) The Participant represents that it has established implemented an anti-money laundering program (“AML Program”) that consistent with all applicable federal laws, including the Bank Secrecy Act, as amended by the USA Patriot Act, and the regulations thereunder, and FINRA Rule 3310. At a minimum, the Participant’s AML Program (i) designates a compliance officer establishes and implements policies and procedures that can be reasonably expected to administer detect and oversee cause the AML Program, reporting of transactions required under 31 U.S.C. 5318(g) and the implementing regulations thereunder; (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal establish and implements policies, procedures, and internal controls that are tailored reasonably designed to its particular business, achieve compliance with the Bank Secrecy Act and the implementing regulations thereunder; (iii) provides for annual independent testing; (iv) designates an individual or individuals responsible for implementing and monitoring the day-to-day operations and internal controls of the program; and (v) includes a customer identification program consistent with provides ongoing training for appropriate personnel. The Authorized Participant represents that it maintains policies and procedures to screen for “specially designated nationals” and other prohibited persons under the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against regulations administered by the Office of Foreign Asset Assets Control list (codified at 31 CFR 500 et seq.). The Distributor shall verify the identity of each Authorized Participant and any other government list that is or becomes required under maintain identification verification and transactional records in accordance with the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-requirements of applicable laws and regulations aimed at the prevention and detection of money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such changeand/or terrorism activities.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectus. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) reasonably designed to comply with all applicable anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001, each as amended from time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency. The Participant further represents and warrants that its AML Program at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section Section 326 of the USA Patriot PATRIOT Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot PATRIOT Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such change.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Fund Trust, Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Trust, Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The [If the Participant is a DTC Participant]The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (owner, as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) , of Shares (a “Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001 and provides for screening all new and existing customers against the U.S. trade and economic sanctions programs administered by the U.S. Department of the Treasury’s Office of the Foreign Asset Control and against any other government list that is or becomes required under the USA PATRIOT Act OF 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

ROLE OF PARTICIPANT. (a) Each party to this Agreement Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, contractor and will have no authority to act as agent for the Fund Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Funds or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement. (b) The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party, that it shall extend to such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectuses. (c) The Participant represents that, that from time to time, it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”). To the extent that it is a Beneficial Owner, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its the Participant’s beneficially owned Shares with no input from the Participant. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other beneficial owners of Shares of the applicable Fund or the Trust. The Distributor, as attorney and proxy for the Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. The Distributor may terminate this irrevocable proxy within sixty (60) days’ written notice to the Participant. This irrevocable proxy terminates upon termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (and “AML Program”) reasonably designed to comply with all applicable anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001 (the “USA PATRIOT Act”), each as amended from time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency. The Participant further represents and warrants that its AML Program at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section Section 326 of the USA Patriot PATRIOT Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot PATRIOT Act, and (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout the term of this Agreement, it will maintain the AML Program in substantial conformity with the foregoing provisions as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreement, and Participant shall give prompt written notice to the Distributor, Transfer Agent and the Fund of such change.

ROLE OF PARTICIPANT. (a) Each party to this Agreement acknowledges and The Participant agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for of the Fund Trust or the Distributor in any matter or in any respect under this Agreementrespect. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Fund Trust or the Distributor Distributor, or their designees designees, concerning the performance of the Participant’s 's responsibilities under this Agreement. (b) The Participant agrees Participant, as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third partyParticipant, agrees that it shall extend to such party all of the rights, and shall be bound by all of the obligations, obligations of a DTC Participant in addition to any obligations that it undertakes hereunderhereunder or in accordance with the Prospectus. (c) The Participant represents that, that from time to time, time it may be a beneficial owner Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares (“Beneficial Owner”)Fund Shares. To the extent that it is a Beneficial OwnerOwner of Fund Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Fund Shares with no input from the Participant. The Distributor, as attorney and proxy for the Participant hereunderunder this paragraph: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys. This irrevocable proxy terminates upon the termination of the Agreement. Upon the Distributor’s request and in connection with the exercise of the proxy granted herein, the Participant shall disclose the number of shares beneficially owned by the Participant on any record date established by the Fund. (d) The Participant represents, covenants represents and warrants that it has established implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program (“AML Program”) that (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (viii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA Patriot Act, (ix) allows for appropriate regulators to examine its anti-money laundering books and records, and (x) is otherwise reasonably designed to comply with all applicable anti-money laundering laws and regulations. The Participant agrees that, throughout including but not limited to the term Bank Secrecy Act of this Agreement1970 and the USA PATRIOT Act of 2001, it will maintain the AML Program in substantial conformity with the foregoing provisions each as may be amended or supplemented by applicable U.S. federal regulations. Any change in the foregoing shall result in the automatic termination of this Agreementfrom time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant shall give prompt written notice to the Distributorconducts business, Transfer Agent and the Fund of such changeany rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.