Common use of TITLE TO SECURITIES; RESTRICTED SHARES Clause in Contracts

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments to the Custodian and/or the relevant subcustodian, the Trust will acquire good, marketable and unencumbered title to such securities or instruments, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (a) any agreement or arrangement entered into by the Participant or any Participant Client, or (b) any provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated by the relevant Fund as a Deposit Instrument (a ”Rule 144A Security”)), or of the applicable laws or regulations of any other applicable jurisdiction and (c) any such securities being “restricted securities” as such term is used in Rule 144(a)(3)(i) under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Authorized Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments Securities to the Custodian and/or the relevant subcustodianSubcustodian in accordance with the terms of the Prospectus, (i) the Trust will acquire good, marketable good and unencumbered title to such securities or instrumentssecurities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets charges and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (a) any agreement or arrangement entered into by the Authorized Participant in connection with a Purchase Order (including, but not limited to, any repurchase agreement or any Participant Client, securities lending or borrowing agreement) or (b) any provision of the 1933 Act, and any regulations thereunder (except that (I) portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated by the relevant Fund as a Deposit Instrument (a ”Rule 144A Security”)registration), or of the applicable laws or regulations of any other applicable jurisdiction and (cii) any no such securities being are “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, Act in the hands of the Authorized Participant immediately prior to any such delivery. This The representation provided in this Section 6 excludes restrictions due to the status of the Trust, Trust or any Fund as an “affiliate” of such issuer of the Funds or Deposit Securities under Rule 144 under the Funds’ investment adviser1933 Act. The Authorized Participant represents that it is a qualified institutional buyer as defined in Rule 144A(a) under the 1933 Act.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that that, upon delivery of a portfolio of Deposit Instruments Securities to the Custodian and/or the relevant subcustodiansubcustodian in accordance with the terms of the Prospectus, the Trust will shall acquire good, marketable marketable, and unencumbered title to such securities or instrumentssaid securities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets assets, and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such said securities or instruments imposed by (aA) any agreement or arrangement entered into by the Participant or any “Participant Client”, or (bB) any applicable provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such said registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such said registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such said security is designated included by the relevant Fund a Series as a Deposit Instrument Security (a ”“Rule 144A Security”)), or of the applicable laws or regulations Law of any other applicable jurisdiction and (cC) any such said securities being “restricted securities” as such said term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of shall deliver the Deposit Instruments Securities to the Custodian and/or the relevant subcustodian, the Trust will acquire good, marketable and unencumbered title to such securities or instruments, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and duties, encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer arising out of such securities or instruments imposed by (ai) any agreement or arrangement entered into by the Participant or any Participant Client, or (bii) any provision of the 1933 Act, and any regulations thereunder there under (except that (I) portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration registration), or of the applicable laws or regulations of any other applicable jurisdiction or (iii) such securities being designated “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 0000 Xxx. The Distributor shall instruct the Trust to have the Custodian to deliver the Shares to the Participant and any Participant Client free and clear of all liens, restrictions, charges, duties, encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon sale or transfer arising out of (IIi) any agreement or arrangement entered into by the Trust or Fund, (ii) any provision of the 1933 Act, and any regulations there under (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated by the relevant Fund as a Deposit Instrument (a ”Rule 144A Security”)registration), or of the applicable laws or regulations of any other applicable jurisdiction and or (ciii) any such securities being designated “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments Securities to the Custodian and/or the relevant subcustodianCustodian, the Trust Fund will acquire good, marketable good and unencumbered title to such securities or instrumentssecurities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances encumbrances, and not subject to any adverse claims, including, including without limitation, limitation any restriction restrictions upon the sale or transfer of such securities or instruments imposed by (ai) any agreement or arrangement entered into by the Participant or any Participant Client, in connection with a Purchase Order; or (bii) any provision of the 1933 Act, and any regulations thereunder (except that (I) portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated by the relevant Fund as a Deposit Instrument (a ”Rule 144A Security”)registration), or of the applicable laws or regulations of any other applicable jurisdiction and (c) any jurisdiction. In particular, the Participant represents that no such securities being are “restricted securities” as such term is used in Rule 144(a)(3)(i) under the 1933 Act, Act in the hands of the Participant immediately prior to any such delivery. This The representation provided in this Section 5 excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser as an “affiliate” of such issuer of the Deposit Securities under Rule 144 under the 1933 Act and any other restriction that derives from facts, status or events that are particular to the Trust, the Fund or the Funds’ adviser. The parties intend that Deposit Securities shall be freely tradable; and in any situation where that is not the case, the Participant will receive notice of such prior to placing a Redemption Order.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments Securities to the Custodian and/or the relevant subcustodiansubcustodian in accordance with the terms of the Prospectus, the Trust will acquire good, marketable and unencumbered title to such securities or instrumentssecurities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (aA) any agreement or arrangement entered into by the Participant or any Participant Client, or (bB) any provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated included by the relevant Fund a Series as a Deposit Instrument Security (a ”“Rule 144A Security”)), or of the applicable laws or regulations of any other applicable jurisdiction and or (cC) any such securities being “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments Securities to the Custodian and/or the relevant subcustodiansubcustodian in accordance with the terms of the Prospectus, the Trust will acquire good, marketable and unencumbered title to such securities or instrumentssecurities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (aA) any agreement or arrangement entered into by the Participant or any Participant Client, or (bB) any applicable provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated included by the relevant Fund a Series as a Deposit Instrument Security (a ”“Rule 144A Security”)), or of the applicable laws or regulations Law of any other applicable jurisdiction and (cC) any such securities being “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that that, except as provided below, upon delivery of a portfolio of Deposit Instruments Securities to the Custodian and/or the relevant subcustodiansub-custodian in accordance with the terms of the Prospectus, the Trust will shall acquire good, marketable marketable, and unencumbered title to such securities or instrumentssaid securities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets assets, and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such said securities or instruments imposed by (aA) any agreement or arrangement entered into by the Participant or any “Participant Client, ,” or (bB) any applicable provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such said registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such said registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such said security is designated included by the relevant Fund a Series as a Deposit Instrument Security (a ”“Rule 144A Security”)), or of the applicable laws or regulations Law of any other applicable jurisdiction and (cC) any such said securities being “restricted securities” as such said term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act. The Participant shall not be responsible for any restriction on a Deposit Security to which the Trust or a Series is subject based on a lien imposed on the Deposit Securities by the Trust, in the hands of applicable Series, or the Participant immediately prior to any such delivery. This representation excludes restrictions Trust’s investment adviser or due to the status Trust, the Series, or the applicable Trust investment adviser being an affiliate of the Trust, any issuer of the Funds or the Funds’ investment advisersaid Deposit Security.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments to the Custodian and/or the relevant subcustodiansubcustodian in accordance with the terms of the Prospectus, the Trust Company will acquire good, marketable and unencumbered title to such securities or instrumentssecurities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (ai) any agreement or arrangement entered into by the Participant or any Participant Client, or (bii) any provision of the 1933 Act, and any regulations thereunder thereunder, or governing Laws of any other applicable jurisdiction (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1a) exempt from such registration or (2b) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated included by the relevant Fund a Series as a Deposit Instrument Security (a ”“Rule 144A Security”)), or of the applicable laws or regulations of any other applicable jurisdiction ) and (ciii) any such securities being “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client and any other person for which it acts that upon delivery of a portfolio of Deposit Instruments to the Custodian and/or the relevant subcustodiansubcustodian for the benefit of the Trust in accordance with the terms of the Prospectus, the Trust will acquire good, marketable and unencumbered title to such securities or instruments, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (a) any agreement or arrangement entered into by the Participant or any Participant Client, or (b) any provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated included by the relevant a Fund as a Deposit Instrument (a ”“Rule 144A Security”)), or of the applicable laws or regulations of any other applicable jurisdiction and (c) any such securities being “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions restriction due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client party for which it acts that upon delivery of a portfolio of Deposit Instruments to the Custodian and/or the relevant subcustodianSecurities, the Trust Fund will acquire good, marketable good and unencumbered title to such securities or instrumentssecurities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances encumbrances, and not subject to any adverse claims, including, including without limitation, limitation any restriction restrictions upon the sale or transfer of such securities or instruments imposed by (ai) any agreement or arrangement entered into by the Participant or any Participant Client, party for which it is acting in connection with a Purchase Order; or (bii) any provision of the 1933 Act, and any regulations thereunder (except that (I) portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated by the relevant Fund as a Deposit Instrument (a ”Rule 144A Security”)registration), or of the applicable laws or regulations of any other applicable jurisdiction jurisdiction. In particular, the Participant represents on behalf of itself and (c) any party for which it acts that no such securities being in the possession or control of the Participant immediately prior to such delivery are “restricted securities” as such term is used in Rule 144(a)(3)(i) under the 1933 Act, . The representation provided in the hands of the Participant immediately prior to any such delivery. This representation this Section 5 excludes restrictions due to the status of the Trust, any the Fund, or the Trust’s investment adviser as an “affiliate” of such issuer of the Funds Deposit Securities under Rule 144 of the 1933 Act and any other restriction that derives from facts, status, or events that are particular to the Funds’ Trust, the Fund, or its investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client and any other person for which it acts that upon delivery of a portfolio of Deposit Instruments to the Custodian and/or the relevant subcustodian, subcustodian for the benefit of the Trust in accordance with the terms of the Prospectus, and assuming that the Fund and its Affiliated Persons are not affiliates of the issuers of any of the Deposit Instruments, Participant will acquire deliver good, marketable and unencumbered title to such securities or instruments, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (a) any agreement or arrangement entered into by the Participant or any Participant Client, or (b) any provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated included by the relevant a Fund as a Deposit Instrument (a ”"Rule 144A Security”")), or of the applicable laws or regulations of any other applicable jurisdiction and (c) any such securities being “"restricted securities” " as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions restriction due to the status of the Trust, any of the Funds or the Funds’ ' investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments Securities to the Custodian and/or the relevant subcustodiansubcustodian in accordance with the terms of the Prospectus, the Trust will acquire good, marketable and unencumbered title to such securities or instrumentssecurities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (aA) any agreement or arrangement entered into by the Participant or any “Participant Client”, or (bB) any applicable provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated included by the relevant Fund a Series as a Deposit Instrument Security (a ”“Rule 144A Security”)), or of the applicable laws or regulations Law of any other applicable jurisdiction and (cC) any such securities being “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments Securities to the Custodian and/or the relevant subcustodiansubcustodian in accordance with the terms of the Prospectus, the Trust Company will acquire good, marketable and unencumbered title to such securities or instrumentssecurities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (aA) any agreement or arrangement entered into by the Participant or any Participant Client, or (bB) any provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated included by the relevant a Fund as a Deposit Instrument Security (a ”“Rule 144A Security”)), or of the applicable laws or regulations of any other applicable jurisdiction and or (cC) any such securities being “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Authorized Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments Securities to the Custodian and/or the relevant subcustodianSubcustodian in accordance with the terms of the Prospectus, (i) the Trust will acquire good, marketable good and unencumbered title to such securities or instrumentssecurities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets charges and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (a) any agreement or arrangement entered into by the Authorized Participant in connection with a Purchase Order (including, but not limited to, any repurchase agreement or any Participant Client, securities lending or borrowing agreement) or (b) any provision of the 1933 Act, and any regulations thereunder (except that (I) portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated by the relevant Fund as a Deposit Instrument (a ”Rule 144A Security”)registration), or of the applicable laws or regulations of any other applicable jurisdiction and (cii) any no such securities being “are "restricted securities” " as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, Act in the hands of the Authorized Participant immediately prior to any such delivery. This The representation provided in this Section 6 excludes restrictions due to the status of the Trust, Trust or any Fund as an "affiliate" of such issuer of the Funds or Deposit Securities under Rule 144 under the Funds’ investment adviser1933 Act. The Authorized Participant represents that it is a qualified institutional buyer as defined in Rule 144A(a) under the 1933 Act.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments to the Custodian and/or the relevant subcustodian, the Trust will acquire good, marketable and unencumbered title to such securities or instruments, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (a) any agreement or arrangement entered into by the Participant or any Participant Client, or (b) any provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated by the relevant Fund as a Deposit Instrument (a ”Rule 144A Security”)), or of the applicable laws or regulations of any other applicable jurisdiction and (c) any such securities being “restricted securities” as such term is used in Rule 144(a)(3)(i) under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.. Form of Authorized Participant Agreement

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments Securities to the Custodian and/or the relevant subcustodiansubcustodian in accordance with the terms of the Prospectus, the Trust Company will acquire good, marketable and unencumbered title to such securities or instrumentssecurities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (aA) any agreement or arrangement entered into by the Participant or any Participant Client, or (bB) any provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated included by the relevant a Fund as a Deposit Instrument Security (a ”“Rule 144A Security”)), or of the applicable laws or regulations of any other applicable jurisdiction and or (cC) any such securities being “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of shall deliver the Deposit Instruments Securities to the Custodian and/or the relevant subcustodian, the Trust will acquire good, marketable and unencumbered title to such securities or instruments, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and duties, encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer arising out of such securities or instruments imposed by (ai) any agreement or arrangement entered into by the Participant or any Participant Client, or (bii) any provision of the 1933 Act, and any regulations thereunder there under (except that (I) portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration registration), or of the applicable laws or regulations of any other applicable jurisdiction or (iii) such securities being designated "restricted securities" as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act. The Distributor shall instruct the Trust to have the Custodian to deliver the Shares to the Participant and any Participant Client free and clear of all liens, restrictions, charges, duties, encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon sale or transfer arising out of (IIi) any agreement or arrangement entered into by the Trust or Fund, (ii) any provision of the 1933 Act, and any regulations there under (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated by the relevant Fund as a Deposit Instrument (a ”Rule 144A Security”)registration), or of the applicable laws or regulations of any other applicable jurisdiction and or (ciii) any such securities being “designated "restricted securities” " as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that upon delivery of a portfolio of Deposit Instruments Securities to the Custodian and/or the relevant subcustodiansubcustodian in accordance with the terms of the Prospectus, the Trust will acquire good, marketable and unencumbered title to such securities or instrumentssecurities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (aA) any agreement or arrangement entered into by the Participant or any Participant Client, or (bB) any applicable provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated included by the relevant Fund a Series as a Deposit Instrument Security (a ”“Rule 144A Security”)), or of the applicable laws or regulations Law of any other applicable jurisdiction and (cC) any such securities being “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions due to the status of the Trust, any of the Funds or the Funds’ investment adviser.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client and any other person for which it acts that upon delivery of a portfolio of Deposit Instruments to the Custodian and/or the relevant subcustodian, subcustodian for the benefit of the Trust in accordance with the terms of the Prospectus, and assuming that the Fund and its Affiliated Persons are not affiliates of the issuers of any of the Deposit Instruments, Participant will acquire deliver good, marketable and unencumbered title to such securities or instruments, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities or instruments imposed by (a) any agreement or arrangement entered into by the Participant or any Participant Client, or (b) any provision of the 1933 Act, and any regulations thereunder (except that (I) securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration and (II) securities of U.S. issuers shall not be required to have been registered under the 1933 Act if (1) exempt from such registration or (2) eligible for sale without registration pursuant to Rule 144A under the 1933 Act and such security is designated included by the relevant a Fund as a Deposit Instrument (a ”“Rule 144A Security”)), or of the applicable laws or regulations of any other applicable jurisdiction and (c) any such securities being “restricted securities” as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act, in the hands of the Participant immediately prior to any such delivery. This representation excludes restrictions restriction due to the status of the Trust, any of the Funds or the Funds’ investment adviser.