Common use of Solicitation of Sales Clause in Contracts

Solicitation of Sales. In consideration of these rights granted to Distributors, Distributors agrees to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the Issuer. This shall not prevent Distributors from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does not obligate Distributors to register as a broker or dealer under the Blue Sky Laws of any jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registered. If a sales charge is in effect, Distributors shall have the right to enter into sales agreements with dealers of its choice for the sale of shares of the Issuer to the public at the public offering price only and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act. 7. Authorized Representations - Distributors is not authorized by the Issuer to give any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (as these registration statements, Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Issuer for Distributors' use. This shall not be construed to prevent Distributors from preparing and distributing sales literature or other material as it may deem appropriate. 8. Portfolio Securities - Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer. 9.

Solicitation of Sales. In consideration of these rights granted to Distributorsthe Distributor, Distributors the Distributor agrees to use all reasonable efforts, consistent efforts in connection with its other business, to secure purchasers for shares the distribution of Shares of the Issuer. This Trust on a continuous basis; provided, however, that the Distributor shall not prevent Distributors be prevented from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does not obligate Distributors In particular, the Distributor shall enter into Authorized Participant Agreements with persons who are participants in the system for book-entry of the Depository Trust Company (“DTC”), as authorized by the Adviser (as defined below) (“Authorized Participants”), consistent with applicable law and the registration statement and prospectus and statement of additional information of the Trust, to register create and redeem Shares, consistent with the protocol described in Sections 1(f) and 2(g) of the Services Agreement, of even date herewith, among ProShare Capital Management LLC (the “Adviser”) and the Distributor (the “Services Agreement”). The Distributor, together with its affiliated companies, shall provide such additional specific services as are listed in Appendix A hereto, including without limitation generating and transmitting confirmations of purchase order acceptances to the purchasers of Shares. If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Shares will be processed by Distributor except such unconditional orders as may have been placed with Distributor before it had knowledge of the suspension. In addition, Distributor shall accede to any suspension by the Trust of sales of Shares (and Distributor’s authority to process orders for Shares), upon due notice to Distributor if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension shall continue until such time as may be determined by the Trust. No Shares shall be offered by the Trust or the Fund under any of the provisions of this Agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a broker or dealer under the Blue Sky Laws current prospectus as required by Section 10 of any jurisdiction in which it said Act is not now registered or to maintain its registration on file with the SEC; provided, however, that nothing contained in this Paragraph shall in any jurisdiction way restrict or have any application to or bearing upon the Fund’s obligation to redeem or repurchase any Shares from any shareholder in which it is now registeredaccordance with the provisions of the Fund’s prospectus or charter documents. If In the event of a sales charge is in effect, Distributors shall have the right to enter into sales agreements with dealers suspension of its choice for the sale of shares Shares or the suspension of the Issuer to determination of net asset value, Distributor shall have no liability for processing orders before receiving due notice from the public at the public offering price only and fix Trust regarding any such suspension. Distributor shall, in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act. 7. Authorized Representations - Distributors is not authorized by the Issuer to give any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed connection with the Securities and Exchange Commission under foregoing processes, maintain appropriate telephone facsimile and/or access to direct computer communication links with the 1933 Act (as these registration statements, Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Issuer for Distributors' use. This shall not be construed to prevent Distributors from preparing and distributing sales literature or other material as it may deem appropriate. 8. Portfolio Securities - Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer. 9Trust’s transfer agent.

Solicitation of Sales. The Trust grants to Distributor the right to sell its Shares authorized for issue, at the net asset value per Share, plus any applicable sales charges, in accordance with the Prospectus, as agent and on behalf of the Trust, during the term of this Agreement and subject to the registration requirements of the 1933 Act, the rules and regulations of the SEC and the laws governing the sale of securities in the various states ("BLUE SKY LAWS"). Distributor will have the right, as agent, to sell Shares indirectly to the public through broker-dealers which are members of FINRA and which are THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. acting as introducing brokers pursuant to clearing agreements with Distributor; to broker-dealers which are members of FINRA and which have entered into selling agreements with Distributor; or through other financial intermediaries, in each case against orders therefor. In consideration of these rights granted to Distributorsthe Distributor, Distributors the Distributor agrees to use all reasonable efforts, consistent with its other business, efforts to secure purchasers for shares of the Issuer. This shall Trust; PROVIDED, HOWEVER, that the Distributor will not prevent Distributors be prevented from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does The provisions of this paragraph do not obligate Distributors the Distributor to register as a broker or dealer under the Blue Sky Laws of any jurisdiction or laws of any foreign jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registeredregistered or obligate the Distributor to sell any particular number of Shares. If The Distributor will not direct remuneration from commissions paid by the Trust for portfolio securities transactions to a sales charge is in effect, Distributors shall have broker or dealer for promoting or selling Shares. The Trust reserves the right to enter into sales agreements with dealers refuse at any time or times to sell any of its choice Shares for any reason deemed adequate by it. All orders through the sale of shares of the Issuer Distributor will be subject to the public at the public offering price only acceptance and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act. 7. Authorized Representations - Distributors is not authorized confirmation by the Issuer to give any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (as these registration statements, Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Issuer for Distributors' use. This shall not be construed to prevent Distributors from preparing and distributing sales literature or other material as it may deem appropriate. 8. Portfolio Securities - Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer. 9Trust.

Solicitation of Sales. In consideration of these rights granted to Distributors, Distributors agrees to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the Issuer. This shall not prevent Distributors from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does not obligate Distributors to register as a broker or dealer under the Blue Sky Laws of any jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registered. If a sales charge is in effect, Distributors shall have the right to enter into sales agreements with dealers of its choice for the sale of shares of the Issuer to the public at the public offering price only and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act. 7. Authorized Representations - Distributors is not authorized by the Issuer to give any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (as these registration statements, Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Issuer for Distributors' use. This shall not be construed to prevent Distributors from preparing and distributing sales literature or other material as it may deem appropriate. 8. Portfolio Securities - Portfolio securities of the Issuer may be bought or sold by or through Distributorsthe Distributor, and Distributors the Distributor may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer. 9.

Solicitation of Sales. The Trust grants to Distributor the right to sell its Shares authorized for issue, at the net asset value per Share, plus any applicable sales charges, in accordance with the Prospectus, as agent and on behalf of the Trust, during the term of this Agreement and subject to the registration requirements of the 1933 Act, the rules and regulations of the SEC and the laws governing the sale of securities in the various states ("BLUE SKY LAWS"). Distributor will have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers which are members of FINRA and which are acting as introducing brokers pursuant to clearing agreements with Distributor; to broker-dealers which are members of FINRA and who have entered into selling agreements with Distributor; or -------------------------------------------------------------------------------- Schroder Series Trust Distribuxxxx Xxxeement Page 1 SEI 228597v5 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. through other financial intermediaries, in each case against orders therefore. In consideration of these rights granted to Distributorsthe Distributor, Distributors the Distributor agrees to use all reasonable efforts, consistent with its other business, efforts to secure purchasers for shares of the Issuer. This shall Trust; PROVIDED, HOWEVER, that the Distributor will not prevent Distributors be prevented from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does The provisions of this paragraph do not obligate Distributors the Distributor to register as a broker or dealer under the Blue Sky Laws of any jurisdiction or laws of any foreign jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registeredregistered or obligate the Distributor to sell any particular number of Shares. If The Distributor will not direct remuneration from commissions paid by the Trust for portfolio securities transactions to a sales charge is in effect, Distributors shall have broker or dealer for promoting or selling Fund Shares. The Trust reserves the right to enter into sales agreements with dealers refuse at any time or times to sell any of its choice Shares for any reason deemed adequate by it. All orders through the sale of shares of the Issuer Distributor will be subject to the public at the public offering price only acceptance and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act. 7. Authorized Representations - Distributors is not authorized confirmation by the Issuer to give any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (as these registration statements, Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Issuer for Distributors' use. This shall not be construed to prevent Distributors from preparing and distributing sales literature or other material as it may deem appropriate. 8. Portfolio Securities - Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer. 9Trust.

Solicitation of Sales. In consideration of these rights granted to Distributorsthe Distributor, Distributors the Distributor agrees to use all reasonable efforts, consistent efforts in connection with its other business, to secure purchasers for shares the distribution of Shares of the Issuer. This Trust; provided, however, that the Distributor shall not prevent Distributors be prevented from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, and compensation of underwriters, dealers and sales personnel. The Distributor may be reimbursed for all or a portion of the expenses described above and/or compensated for services rendered hereunder, to the extent permitted by a distribution plan adopted by the Trust on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. The provisions of this paragraph do not obligate Distributors the Distributor to register as a broker or dealer under the Blue Sky Laws of any jurisdiction in which when it is not now registered determines it would be uneconomical for it to do so or to maintain its registration in any jurisdiction in which it is now registeredregistered or obligate the Distributor to sell any particular number of Shares. If a sales charge is in effect, Distributors The Distributor shall have the right to enter into sales written agreements with brokers, dealers and other financial institutions and intermediaries, based on such form(s) of its choice for the sale of shares of the Issuer to the public at the public offering price only and fix in such selling agreements the portion of the sales charge which as may be retained approved by dealersthe Trust's Board of Trustees from time to time. The Distributor also may enter into such selling agreements based on such additional forms of agreement as it deems appropriate, provided that the Issuer shall approve Distributor determines that the form Trust's and the Portfolios' responsibility or liability to any person on account of any acts or statements of any such selling agent under any such selling agreement do not exceed their responsibility or liability under the form(s) approved by the Board of Trustees, and provided further that the Distributor determines that the overall terms of any such selling agreement are not materially less advantageous to the Trust than the overall terms of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act. 7. Authorized Representations - Distributors is not authorized form(s) approved by the Issuer to give Board of Trustees. In entering into and performing such agreements, the Distributor shall act as principal and not as agent for the Trust or any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (as these registration statements, Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Issuer for Distributors' use. This shall not be construed to prevent Distributors from preparing and distributing sales literature or other material as it may deem appropriate. 8. Portfolio Securities - Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer. 9Portfolio.

Solicitation of Sales. In consideration of these rights granted to Distributors, Distributors agrees to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the Issuer. This shall not prevent Distributors from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does not obligate Distributors to register as a broker or dealer under the Blue Sky Laws of any jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registered. If a sales charge is in effect, Distributors shall have the right to enter into sales agreements with dealers of its choice for the sale of shares of the Issuer to the public at the public offering price only and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act. 7. Authorized Representations - Distributors is not authorized by the Issuer to give any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (as these registration statements), Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Issuer for Distributors' use. This shall not be construed to prevent Distributors from preparing and distributing sales literature or other material as it may deem appropriate. 8. Portfolio Securities - Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer. 9.

Solicitation of Sales. The Trust grants to Distributor the right to sell its Shares authorized for issue, at the net asset value per Share, plus any applicable sales charges, in accordance with the Prospectus, as agent and on behalf of the Trust, during the term of this Agreement and subject to the registration requirements of the 1933 Act, the rules and regulations of the SEC and the laws governing the sale of securities in the various states ("BLUE SKY LAWS"). Distributor will have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers which are members of FINRA and which are acting as introducing brokers pursuant to clearing agreements with Distributor; to broker-dealers which are members of FINRA and who have entered into selling agreements with Distributor; or through other financial intermediaries, in each case against orders therefore. In consideration of these rights granted to Distributorsthe Distributor, Distributors the Distributor agrees to use all reasonable efforts, consistent with its other business, efforts to secure purchasers -------------------------------------------------------------------------------- Gallery Trust Distribution Agreement Page 1 SEI 198708v1 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. for shares of the Issuer. This shall Trust; PROVIDED, HOWEVER, that the Distributor will not prevent Distributors be prevented from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does The provisions of this paragraph do not obligate Distributors the Distributor to register as a broker or dealer under the Blue Sky Laws of any jurisdiction or laws of any foreign jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registeredregistered or obligate the Distributor to sell any particular number of Shares. If The Distributor will not direct remuneration from commissions paid by the Trust for portfolio securities transactions to a sales charge is in effect, Distributors shall have broker or dealer for promoting or selling Fund Shares. The Trust reserves the right to enter into sales agreements with dealers refuse at any time or times to sell any of its choice Shares for any reason deemed adequate by it. All orders through the sale of shares of the Issuer Distributor will be subject to the public at the public offering price only acceptance and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act. 7. Authorized Representations - Distributors is not authorized confirmation by the Issuer to give any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (as these registration statements, Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Issuer for Distributors' use. This shall not be construed to prevent Distributors from preparing and distributing sales literature or other material as it may deem appropriate. 8. Portfolio Securities - Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer. 9Trust.

Solicitation of Sales. The Trust grants to Distributor the right to sell its Shares authorized for issue, at the net asset value per Share, plus any applicable sales charges, in accordance with the Prospectus, as agent and on behalf of the Trust, during the term of this Agreement and subject to the registration requirements of the 1933 Act, the rules and regulations of the SEC and the laws governing the sale of securities in the various states ("Blue Sky Laws"). Distributor will have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers which are members of FINRA and which are acting as introducing brokers pursuant to clearing agreements with Distributor; to broker-dealers which are members of FINRA and who have entered into selling agreements with Distributor; or through other financial intermediaries, in each case against orders therefore. In consideration of these rights granted to Distributorsthe Distributor, Distributors the Distributor agrees to use all reasonable efforts, consistent with its other business, efforts to secure purchasers -------------------------------------------------------------------------------- Gallery Trust Distribution Agreement Page 1 SEI 198708v1 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. for shares of the Issuer. This shall Trust; provided, however, that the Distributor will not prevent Distributors be prevented from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does The provisions of this paragraph do not obligate Distributors the Distributor to register as a broker or dealer under the Blue Sky Laws of any jurisdiction or laws of any foreign jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registeredregistered or obligate the Distributor to sell any particular number of Shares. If The Distributor will not direct remuneration from commissions paid by the Trust for portfolio securities transactions to a sales charge is in effect, Distributors shall have broker or dealer for promoting or selling Fund Shares. The Trust reserves the right to enter into sales agreements with dealers refuse at any time or times to sell any of its choice Shares for any reason deemed adequate by it. All orders through the sale of shares of the Issuer Distributor will be subject to the public at the public offering price only acceptance and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act. 7. Authorized Representations - Distributors is not authorized confirmation by the Issuer to give any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (as these registration statements, Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Issuer for Distributors' use. This shall not be construed to prevent Distributors from preparing and distributing sales literature or other material as it may deem appropriate. 8. Portfolio Securities - Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer. 9Trust.