Common use of Securities Law Clause in Contracts

Securities Law. The Trust has delivered to the Distributor a copy of its current Prospectus. The Trust agrees that it will use its best efforts to continue the effectiveness of its Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), and the 1940 Act. The Trust further agrees to prepare and file any amendments to such Registration Statement and any supplemental data as may be necessary in order to comply with the Securities Act and the 1940 Act. The Trust is presently registered under the 1940 Act as an investment company, and it will use its best efforts to maintain such registration and to comply with the requirements of said Act. At the Distributor's request, the Trust will take such steps as may be necessary and feasible to qualify shares of the Funds for sale in states, territories or dependencies of the United States of America, in the District of Columbia and in foreign countries, in accordance with the laws thereof, and to renew and extend any such qualification; provided, however, that the Trust shall not be required to qualify shares or to maintain the qualification of shares in any state, territory, dependency, district or country where it shall deem such qualification disadvantageous to the Trust. The Distributor agrees that it will (i) not use, distribute or disseminate or authorize the use, distribution or dissemination by others in connection with the sale of shares of the Funds, any statement, other than those contained in the Trust's current Prospectus, except such supplemental literature or advertising as shall be approved by the Trust, (ii) conform to the requirements of all state and federal laws and the Rules of Fair Practice of the National Association of Securities Dealers, Inc. relating to the sale of shares of the Trust (including, without limitation, the maintenance of effective broker-dealer registrations as required), and (iii) observe and be bound by all the provisions of the Master Trust Agreement (and of any fundamental policies adopted by the Trust pursuant to the 1940 Act, notice of which shall have been given to the Distributor) which at the time in any way require, limit, restrict or prohibit or otherwise regulate any action on the part of the Distributor. The Distributor further agrees that: (a) the Distributor shall furnish to the Trust any information with respect to the Distributor within the purview of any reports or registrations required to be filed with any governmental authority; and (b) the Distributor will not make any representations inconsistent with the Registration Statement of the Trust filed under the Securities Act, as from time to time amended and in effect.

Securities Law. The Trust has delivered issuance and sale of the Compensation Shares to The Consultant will be made in reliance on an exemption from the Distributor a copy of its current Prospectus. The Trust agrees that it will use its best efforts to continue the effectiveness of its Registration Statement registration requirements contained in Regulation S promulgated under the Securities Act of 1933, as amended (the "Securities “1933 Act"”). The Company reserves the right to request from The Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to the issuance of any Compensation Shares. The certificates representing the Compensation Shares to be issued to The Consultant will be affixed with the following legends describing such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), and the 1940 ActAND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Trust further Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance of any Compensation Shares that: · The Consultant understands and agrees to prepare and file any amendments to such Registration Statement and any supplemental data as may none of the Compensation Shares have been or will be necessary in order to comply with the Securities Act and the 1940 Act. The Trust is presently registered under the 1940 Act as an investment company1933 Act, and it will use its best efforts to maintain such registration and to comply with the requirements or under any state securities or “blue sky” laws of said Act. At the Distributor's request, the Trust will take such steps as may be necessary and feasible to qualify shares of the Funds for sale in states, territories or dependencies any state of the United States of AmericaStates, and, unless so registered, may not be offered or sold in the District of Columbia and United States or, directly or indirectly, to U.S. Persons, as that term is defined in foreign countriesRegulation S under the 1933 Act (“Regulation S”), except in accordance with the laws thereofprovisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws; · The Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person and is outside the United States when receiving and executing this Agreement; · The Consultant understands and agrees that offers and sales of any of the Compensation Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and federal securities laws; · The Consultant acknowledges that it has not acquired the Compensation Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to renew and extend have the effect of, conditioning the market in the United States for the resale of any such qualificationof the Compensation Shares; provided, however, that The Consultant may sell or otherwise dispose of any of the Trust shall Compensation Shares pursuant to registration of any of the Compensation Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and · hedging transactions involving the Compensation Shares may not be required to qualify shares or to maintain the qualification of shares conducted unless such transactions are in any state, territory, dependency, district or country where it shall deem such qualification disadvantageous to the Trust. The Distributor agrees that it will (i) not use, distribute or disseminate or authorize the use, distribution or dissemination by others in connection compliance with the sale of shares of the Funds, any statement, other than those contained in the Trust's current Prospectus, except such supplemental literature or advertising as shall be approved by the Trust, (ii) conform to the requirements of all state and federal laws and the Rules of Fair Practice of the National Association of Securities Dealers, Inc. relating to the sale of shares of the Trust (including, without limitation, the maintenance of effective broker-dealer registrations as required), and (iii) observe and be bound by all the provisions of the Master Trust Agreement (and of any fundamental policies adopted by the Trust pursuant to the 1940 Act, notice of which shall have been given to the Distributor) which at the time in any way require, limit, restrict or prohibit or otherwise regulate any action on the part of the Distributor. The Distributor further agrees that: (a) the Distributor shall furnish to the Trust any information with respect to the Distributor within the purview of any reports or registrations required to be filed with any governmental authority; and (b) the Distributor will not make any representations inconsistent with the Registration Statement of the Trust filed under the Securities Act, as from time to time amended 1933 Act and in effecteach case only in accordance with applicable securities laws.

Securities Law. The Trust has delivered shares of Common Stock subject to the Distributor a copy of its current Prospectus. The Trust agrees that it will use its best efforts to continue the effectiveness of its Registration Statement this Option have not been registered under the Securities Act of 1933, as amended (the "Securities “Act"”), or registered or qualified under any applicable state securities laws. Accordingly, the Option Holder agrees that he will take any shares of Common Stock acquired pursuant to the exercise hereof in good faith for purposes of investment and without a view to any distribution thereof in violation of the 1940 Act. The Trust further agrees to prepare and file any amendments to such Registration Statement and any supplemental data as may be necessary in order to comply with the Securities Act and the 1940 Actrules and regulations promulgated thereunder (or such applicable state securities laws). The Trust Option Holder understands that the Company will be relying upon the truth and accuracy of this representation in issuing the Common Stock without first registering the issuance thereof under the Act or under applicable state securities laws. The Option Holder acknowledges that he is presently aware that the Common Stock issuable upon exercise hereof has not been registered (and there is no obligation on behalf of the Company to register such shares) under the Act (or such applicable state securities laws) and that such Common Stock will not be freely tradeable and must be held by him indefinitely or until such time, if any, as herein provided and until such Common Stock is either registered under the 1940 Act as or transfers may be made pursuant to an investment company, and it will use its best efforts to maintain exemption from such registration as is accorded by the Act or the rules and to comply with the requirements of said Actregulations promulgated thereunder (and such applicable state securities laws). At the Distributor's requestIn this regard, the Trust will take such steps as may be necessary Option Holder acknowledges that he is also aware that, if the exemption under Rule 144 of the rules and feasible regulations promulgated under the Act becomes applicable to qualify the Common Stock, shares of the Funds for sale in states, territories or dependencies of the United States of America, in the District of Columbia and in foreign countries, in accordance with the laws thereof, and Common Stock may be sold pursuant to renew and extend any such qualification; provided, however, that the Trust shall not be required to qualify shares or to maintain the qualification of shares in any state, territory, dependency, district or country where it shall deem such qualification disadvantageous to the Trust. The Distributor agrees that it will said Rule only (i) not use, distribute or disseminate or authorize following the use, distribution or dissemination by others in connection with the sale filing of shares of the Funds, any statement, other than those contained in the Trust's current Prospectus, except such supplemental literature or advertising as shall be approved required reports by the TrustCompany under the Securities and Exchange Act of 1934, as amended, (ii) conform to after the requirements of all state and federal laws and the Rules of Fair Practice of the National Association of Securities Dealers, Inc. relating to the sale of shares of the Trust (including, without limitation, the maintenance of effective broker-dealer registrations as required)minimum holding period specified in said Rule has been satisfied, and (iii) observe thereafter, only in limited amounts in the manner prescribed in said Rule. The Option Holder agrees that at the time of any exercise hereunder, he will provide the Company with a letter embodying the aforementioned expressions of understanding and be bound by all intent and agrees that any shares issued to him following the exercise of any option arising hereunder may bear such restrictive legend as the Company may deem necessary to reflect the status of such shares under the Act (and such applicable state securities laws). Before consenting to the removal of such legend and the transfer of any such shares, the Company may insist upon the delivery to it of an opinion from counsel, satisfactory to it, that the contemplated transfer does not constitute a violation of the Act (or such applicable state securities laws). Notwithstanding the foregoing, the provisions of this Paragraph 6 shall be suspended and be of no force or effect during any period during which the Master Trust Agreement (and shares of any fundamental policies adopted by the Trust pursuant Common Stock subject to the 1940 Act, notice of which shall have been given to the Distributor) which at the time in any way require, limit, restrict or prohibit or otherwise regulate any action on the part of the Distributor. The Distributor further agrees that: (a) the Distributor shall furnish to the Trust any information with respect to the Distributor within the purview of any reports or registrations required to be filed with any governmental authority; and (b) the Distributor will not make any representations inconsistent with the Registration Statement of the Trust filed this Option are registered under the Securities Act, as from time to time amended and in effect.

Securities Law. The Trust has delivered to the Distributor a copy of its current Prospectusprospectus. The Trust agrees that it will use its best efforts to continue the effectiveness of its Registration Statement registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and the 1940 Act. The Trust further agrees to prepare and file any amendments to such Registration Statement registration statement and any supplemental data as may be necessary in order to comply with the Securities Act and the 1940 Act. The Trust is presently registered under the 1940 Act as an investment company, and it will use its best efforts to maintain such registration and to comply with the requirements of said Act. At the Distributor's request, the Trust will take such steps as may be necessary and feasible to qualify make available shares of the Funds for sale in states, territories or dependencies of the United States of America, in the District of Columbia and in foreign countries, in accordance with the laws thereof, and to renew and extend any such qualification; provided, however, that the Trust shall not be required to qualify shares or to maintain the qualification of make available shares in any state, territory, dependency, district or country where it shall deem such qualification disadvantageous to the Trust. The Distributor agrees that it will (i) not use, distribute or disseminate or authorize the use, distribution or dissemination by others in connection with the sale of shares of the Funds, any statement, other than those contained in the Trust's current Prospectusprospectus, except such supplemental literature or advertising as shall be approved by the Trust, (ii) conform to the requirements of all state and federal laws and the Rules of Fair Practice of the National Association of Securities Dealers, Inc. relating to the sale of shares of the Trust (including, without limitation, the maintenance of effective broker-dealer registrations as required), and (iii) observe and be bound by all the provisions of the Master Declaration of Trust Agreement (and of any fundamental policies adopted by the Trust pursuant to the 1940 Act, notice of which shall have been given to the Distributor) which at the time in any way require, limit, restrict or prohibit or otherwise regulate any action on the part of the Distributor. The Distributor further agrees that: : (a) the Distributor shall furnish to the Trust any information with respect to the Distributor within the purview of any reports or registrations required to be filed with any governmental authority; and and (b) the Distributor will not make any representations inconsistent with the Registration Statement registration statement of the Trust filed under the Securities Act, as from time to time amended and in effect.

Securities Law. (a) The Trust has delivered issuance of the Securities to the Distributor a copy Consultant will be made in reliance on an exemption from the prospectus filing requirements contained in section 2.5 of its current Prospectus. The Trust agrees that it will use its best efforts to continue National Instrument 45-106 and the effectiveness of its Registration Statement exemption from the registration requirements contained in Regulation S promulgated under the Securities Act of 1933, as amended (the "“1933 Act”). The Company reserves the right to request from the Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to the issuance of any Securities. (b) The certificates representing the Securities Act"to be issued to the Consultant will be affixed with the following legends describing such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS OF SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS ARE MET. (c) The Consultant represents and warrants that at the 1940 Act. The Trust further agrees time of entry into this Agreement and on the date of the issuance of any Securities that: (i) (in addition to prepare and file resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Consultant’s ability to resell any amendments to such Registration Statement and any supplemental data as may be necessary in order to comply with of the Securities Act in Canada under applicable provincial securities laws and Multilateral Instrument 51-105 – Issuers Quoted in the 1940 Act. The Trust is presently U.S. Over the Counter Markets of the Canadian Securities Administrators; (ii) the Consultant understands and agrees none of the Securities have been or will be registered under the 1940 Act as an investment company1933 Act, and it will use its best efforts to maintain such registration and to comply with the requirements or under any state securities or “blue sky” laws of said Act. At the Distributor's request, the Trust will take such steps as may be necessary and feasible to qualify shares of the Funds for sale in states, territories or dependencies any state of the United States of AmericaStates, and, unless so registered, may not be offered or sold in the District of Columbia and United States or, directly or indirectly, to U.S. Persons, as that term is defined in foreign countriesRegulation S under the 1933 Act (“Regulation S”), except in accordance with the laws thereofprovisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws; (iii) the Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Note for the account or benefit of, directly or indirectly, any U.S. Person; (iv) the Consultant is outside the United States when receiving and executing this Agreement; (v) the Consultant understands and agrees that offers and sales of any of the Securities prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws; (vi) the Consultant acknowledges that it has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to renew and extend have the effect of, conditioning the market in the United States for the resale of any such qualificationof the Securities; provided, however, that the Trust shall Consultant may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and (vii) hedging transactions involving the Securities may not be required to qualify shares or to maintain the qualification of shares conducted unless such transactions are in any state, territory, dependency, district or country where it shall deem such qualification disadvantageous to the Trust. The Distributor agrees that it will (i) not use, distribute or disseminate or authorize the use, distribution or dissemination by others in connection compliance with the sale of shares of the Funds, any statement, other than those contained in the Trust's current Prospectus, except such supplemental literature or advertising as shall be approved by the Trust, (ii) conform to the requirements of all state and federal laws and the Rules of Fair Practice of the National Association of Securities Dealers, Inc. relating to the sale of shares of the Trust (including, without limitation, the maintenance of effective broker-dealer registrations as required), and (iii) observe and be bound by all the provisions of the Master Trust Agreement (and of any fundamental policies adopted by the Trust pursuant to the 1940 Act, notice of which shall have been given to the Distributor) which at the time in any way require, limit, restrict or prohibit or otherwise regulate any action on the part of the Distributor. The Distributor further agrees that: (a) the Distributor shall furnish to the Trust any information with respect to the Distributor within the purview of any reports or registrations required to be filed with any governmental authority; and (b) the Distributor will not make any representations inconsistent with the Registration Statement of the Trust filed under the Securities Act, as from time to time amended 1933 Act and in effecteach case only in accordance with applicable securities laws.

Securities Law. The Master Trust has delivered to the Distributor a copy of its current Prospectus. The Master Trust agrees that it will use its best efforts to continue the effectiveness of its Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), and the 1940 Act. The Master Trust further agrees to prepare and file any amendments to such Registration Statement and any supplemental data as may be necessary in order to comply with the Securities Act and the 1940 Act. The Master Trust is presently registered under the 1940 Act as an investment company, and it will use its best efforts to maintain such registration and to comply with the requirements of said Act. At the Distributor's request, the Master Trust will take such steps as may be necessary and feasible to qualify shares of the Funds for sale in states, territories or dependencies of the United States of America, in the District of Columbia and in foreign countries, in accordance with the laws thereof, and to renew and extend any such qualification; provided, however, that the Master Trust shall not be required to qualify shares or to maintain the qualification of shares in any state, territory, dependency, district or country where it shall deem such qualification disadvantageous to the Master Trust. The Distributor agrees that it will (i) not use, distribute or disseminate or authorize the use, distribution or dissemination by others in connection with the sale of shares of the Funds, any statement, other than those contained in the Master Trust's current Prospectus, except such supplemental literature or advertising as shall be approved by the Master Trust, (ii) conform to the requirements of all state and federal laws and the Rules of Fair Practice of the National Association of Securities Dealers, Inc. relating to the sale of shares of the Master Trust (including, without limitation, the maintenance of effective broker-dealer registrations as required), and (iii) observe and be bound by all the provisions of the Master Trust Agreement (and of any fundamental policies adopted by the Master Trust pursuant to the 1940 Act, notice of which shall have been given to the Distributor) which at the time in any way require, limit, restrict or prohibit or otherwise regulate any action on the part of the Distributor. The Distributor further agrees that: (a) the Distributor shall furnish to the Master Trust any information with respect to the Distributor within the purview of any reports or registrations required to be filed with any governmental authority; and (b) the Distributor will not make any representations inconsistent with the Registration Statement of the Master Trust filed under the Securities Act, as from time to time amended and in effect.