Common use of Manner of Offering Clause in Contracts

Manner of Offering. (a) No person is authorized to make any representations concerning Shares except those contained in the then current applicable Prospectuses and in sales literature and other materials issued by us supplemental to such Prospectuses. Shares of Funds shall only be offered by means of the then current applicable Prospectus and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchases) and to the terms and conditions herein set forth. We will furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified. (b) You agree to conform to any compliance or offering standards that we may establish from time to time, including without limitation standards as to when classes of Shares may appropriately be sold to particular investors. (c) We recognize that you may be subject to the provisions of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act and other laws governing, among other things, the conduct of activities by federal or state chartered or supervised banks and affiliated organizations. BECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMER, YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMER. (d) We and the Investment Companies shall have the right to accept or reject orders for the purchase of Shares of any Fund or class thereof. It is understood that for the purposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by us or an Investment Company. Any consideration which you may receive in connection with a rejected purchase order is to be returned promptly by you. Confirmations of all accepted purchase orders will be transmitted by the applicable Investment Company or us to investors, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Fund or class of Shares thereof.

Manner of Offering. (a) No person is authorized to make any representations concerning Shares except those contained in the then current applicable Prospectuses and in sales literature and other materials issued by us supplemental to such Prospectuses. Shares of Funds shall only be offered by means of the then current applicable Prospectus and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchases) and to the terms and conditions herein set forth. We will furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified. (b) You agree to conform to any compliance or offering standards that we may establish from time to time, including without limitation standards as to when classes of Shares may appropriately be sold to particular investors. (c) We recognize that you may be subject to the provisions of the ▇▇▇▇▇Glass-▇▇▇▇▇▇▇▇ Steagall Act and other laws governing, among other things, the conduct of activities th▇ ▇▇▇▇▇▇▇ ▇▇ ▇ctivities by federal or state chartered or supervised banks and affiliated organizations. BECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMER, YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMER. (d) We and the Investment Companies shall have the right to accept or reject orders for the purchase of Shares of any Fund or class thereof. It is understood that for the purposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by us or an Investment Company. Any consideration which you may receive in connection with a rejected purchase order is to be returned promptly by you. Confirmations of all accepted purchase orders will be transmitted by the applicable Investment Company or us to investors, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Fund or class of Shares thereof.

Manner of Offering. (a) No person is authorized to make any representations concerning Shares except those contained in the then current applicable Prospectuses and in sales literature and other materials issued by us supplemental to such Prospectuses. Shares of Funds shall only be offered by means of the then current applicable Prospectus and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchases) and to the terms and conditions herein set forth. We will furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified. (b) You agree to conform to any compliance or offering standards that we may establish from time to time, including without limitation standards as to when classes of Shares may appropriately be sold to particular investors. (c) We recognize that you may be subject to the provisions of the Glass-Steagall Ac▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ Act and other laws ▇▇ws governing, among other things, the conduct of activities by federal or state chartered or supervised banks and affiliated organizations. BECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMER, YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMER. (d) We and the Investment Companies shall have the right to accept or reject orders for the purchase of Shares of any Fund or class thereof. It is understood that for the purposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by us or an Investment Company. Any consideration which you may receive in connection with a rejected purchase order is to be returned promptly by you. Confirmations of all accepted purchase orders will be transmitted by the applicable Investment Company or us to investors, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Fund or class of Shares thereof.

Manner of Offering. (a) No person is authorized The Registrable Securities so registered may be sold from time to make any representations concerning Shares except those contained time to purchasers directly in one or more transactions or in transactions involving broker-dealers who may place the shares in bulk trades or otherwise, but not in underwritten transactions on either a firm commitment basis or a best efforts basis pursuant to a written agreement with an underwriter without the consent of the Company. The Initiating Holder may request that the offering of the Registrable Securities be effected through an underwriting and, provided that all other Holders registering Registrable Securities in the then current applicable Prospectuses and offering concur, the Company may, in sales literature and other materials issued by us supplemental its sole discretion, consent to such Prospectuses. Shares of Funds shall only be offered by means of the then current applicable Prospectus and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchases) and to the terms and conditions herein set forth. We will furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualifiedan offering. (b) You agree In the event that the Company consents to conform effect a registration pursuant to any compliance or paragraph 2 as a registered public offering standards that we may establish from time to time, including without limitation standards as to when classes of Shares may appropriately be sold to particular investors. (c) We recognize that you may be subject to the provisions of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act and other laws governing, among other thingsinvolving an underwriting, the conduct Company shall so advise the Holders. In such event, the right of activities any Holder to registration pursuant to paragraph 2 shall be conditioned upon such Holder's participation in the underwriting arrangements required by federal this paragraph 3. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with a managing underwriter selected for such underwriting by the Company. The Company, on its own behalf or state chartered or supervised banks and affiliated organizations. BECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMERon behalf of its shareholders, YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMER. (d) We and the Investment Companies shall have the right to accept include any of the Company's securities in such registration; provided, that if, in the case of a firm commitment underwriting, the total amount of securities, including Registrable Securities, requested to be included in such offering exceeds the amount of securities that the managing underwriters reasonably believe compatible with the success of the offering, then the Company shall exclude all or reject orders for such specified portion of such securities to be registered on behalf of the purchase of Shares of any Fund Company or class thereof. It is understood that for its shareholders from such underwritten offering and will select, in its sole discretion, the purposes hereof no Share securities to be so excluded from such offering, and there shall be considered included in the offering only that number of Registrable Securities which the managing underwriter believes will not jeopardize the success of the offering. If the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to have been sold be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by you and no compensation will such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be payable to you included in such registration. To facilitate the allocation of shares in accordance with respect the above provisions, the Company or the managing underwriter may round the number of shares allocated to any order for Shares which is rejected Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by us written notice to the Company, the managing underwriter and the Initiating Holder. The Registrable Securities and/or other securities so withdrawn also shall be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or an Investment Company. Any consideration which you may receive in connection with a rejected purchase order is to be returned promptly by you. Confirmations such other shorter period of all accepted purchase orders will be transmitted by time as the applicable Investment Company or us to investors, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Fund or class of Shares thereofunderwriters may require.

Manner of Offering. The Company agrees with the Advisor that: (a) No person is authorized to The Company will not, directly or indirectly, make any representations concerning Shares except those contained in the then current applicable Prospectuses and in sales literature and other materials issued by us supplemental to such Prospectuses. Shares offer or sale of Funds shall only be offered by means any of the then current applicable Prospectus Securities or any securities of the same or similar class as the Securities, the result of which would cause the offer and you shall sale of the Securities to fail to be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject entitled to the conditions set forth in exemption from registration afforded by Section 4(2) of the applicable Prospectus Securities Act of 1933, as amended (including the condition relating to minimum purchases"Act') and to the terms and conditions herein set forth. We will furnish additional copies Rules of Regulation D under the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with Act or unreasonably limit the applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request availability of a public registered offering for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions an offering in which the Shares are registered Advisor will act. The Company represents and warrants to the Advisor that it has not, directly or qualified for indirectly, made any offers or sales of the Securities or securities, which offers and sales would not cause the offering of the Securities contemplated hereunder to fail to be entitled to the exemption from registration afforded by Section 4(2) of the Act. As used herein, the terms "offer" and "sale" have the meanings specified in Section 2(3) of the Act. Integral Technologies, and you agree to indemnify us and/or the Funds for any claimInc. October 1, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified.2010 (b) You agree The Company will fully cooperate with the Advisor in any due diligence investigation reasonably requested by the Advisor with respect to conform the offer and sale of the Securities and will furnish the Advisor with such information, including financial statements, with respect to the business, operations, assets, liabilities, financial condition and prospects of the Company as the Advisor may reasonably request in order to permit it to assist the Company in preparing a Private Placement Memorandum, registration statement or similar document, for use in connection with the offering of the Securities. The Advisor may rely upon the accuracy and completeness of all such information, and the Company acknowledges that the Advisor has not been retained to independently verify any of such information. The Company will be solely responsible for the contents of the Private Placement Memorandum, registration statement and any and all other written or oral communications provided by or on behalf of the Company to any compliance actual or offering standards prospective purchaser of the Securities, and the Company represents and warrants that we the Private Placement Memorandum (other than with respect to any financial projections contained therein, if any), registration statement, and such other communications will not, as of the date of the offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. With respect to any financial projections that may establish from time to timebe contained in the Private Placement Memorandum (the "Projections"), including without limitation standards the Company represents and warrants that the Projections will be made with a reasonable basis and in good faith and that the Projections will represent the best then available estimate and judgment as to when classes the future financial performance of Shares may appropriately the Company based on the assumptions to be sold disclosed therein, which assumptions will be all the assumptions that are material in forecasting the financial results of the Company and which will reflect the best then available estimate of the events, contingencies and circumstances described therein. The Company authorizes the Advisor to particular investorsprovide the Private Placement Memorandum and other offering communications to prospective and final purchasers of the Securities. If at any time prior to the completion of the offer and sale of the Securities an event occurs that would cause the Private Placement Memorandum (as supplemented or amended), registration statement or other selling communications to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or that would cause a material change in the Company's view of the likelihood of achievement of the Projections or the reasonableness of the underlying assumptions, then the Company will notify the Advisor immediately of such event, and the Advisor will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or amendment to the Private Placement Memorandum, registration statement and selling communications that corrects such statement or omission or revises the Projections or such assumptions. (c) We recognize To the extent that you may the offering is designated as one to be subject made pursuant to Regulation D under the Act, the offer and sale of the Securities will comply with certain requirements of Regulation D, including, without limitation, the requirements that: Integral Technologies, Inc. October 1, 2010 (i) The Company will not offer or sell the Securities by means of any form of general solicitation or general advertising. (ii) The Company will not offer or sell the Securities to any person who is not an "accredited investor" (as defined in Rule 501 under the Act). (iii) The Company will exercise reasonable care to assure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act and, without limiting the foregoing, that such purchasers will comply with Rule 502(d) under the Act. (iv) The Company will not make any filings with the Securities and Exchange Commission with respect to the provisions offer and sale of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act and other laws governing, among other things, Securities without prior notification to the conduct of activities by federal or state chartered or supervised banks and affiliated organizations. BECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMER, YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMERAdvisor. (d) We The Company shall cause to be furnished to the Advisor at each closing of a sale of Securities copies of such agreements, opinions, certificates and, as the Advisor may reasonably request, any other documents (including, without limitation, accountant's letters) that may be exchanged or provided at the Closing. In addition, the Company shall be deemed to make all the representations and warranties to the Advisor that the Company each has made to the purchasers of Securities in any purchase agreement or other document, and the Investment Companies shall have the right to accept or reject orders for the purchase of Shares of any Fund or class thereof. It is understood that for the purposes hereof no Share Advisor shall be considered entitled to have been sold by you rely upon the same opinions of counsel and no compensation accountant's letters that are provided to purchasers of the Securities. (e) The Company agrees that it will be payable to you solely responsible for all applicable state securities law compliance with respect to its offer and sale of the Securities, including the making of any order for Shares which is rejected filings or taking other actions required under applicable state securities laws. Compliance by us or an Investment Company. Any consideration which you may receive in connection the Company with a rejected purchase order is to be returned promptly by you. Confirmations of all accepted purchase orders the state securities laws will be transmitted by the applicable Investment Company or us to investors, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Fund or class of Shares thereofat their sole expense.

Manner of Offering. (a) No person is authorized to make any representations concerning Shares except those contained in the then current applicable Prospectuses and in sales literature and other materials issued by us supplemental to such Prospectuses. Shares of Funds shall only be offered by means of the then current applicable Prospectus and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject The Underwriter will conform to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchases) and to the terms and conditions herein set forth. We will furnish additional copies securities laws of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such it sells, directly or indirectly, any Shares. The Underwriter also agrees to furnish to the Trust sufficient copies of any agreements, plans or sales literature it intends to use in connection with any sales of Shares with the proper authorities before they are put in use, and not to use them until so registered or qualifiedfiled and cleared. (b) You agree The Underwriter shall, directly or indirectly through the Index Receipt Agent (defined in Section 16 of this Agreement), receive and process orders for purchases and redemptions of Creation Units of a Fund from participants in the Depository Trust Corporation ("DTC" and such participants, "DTC Participants") or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation that have executed a Participant Agreement (defined below) ("Authorized Participants") with the Underwriter and the Index Receipt Agent of the Fund. The Underwriter, directly or indirectly through the Index Receipt Agent, shall transmit such orders to conform the Fund in accordance with the Registration Statement (and any amendment or supplement thereto) relating to any compliance the Fund; provided that, nothing herein shall affect or offering standards that we may establish from time limit the right and ability of the Fund custodian to timeaccept Deposit Securities (as defined in the Registration Statement, including without limitation standards any amendments or supplements thereto, related to the Fund) and related Cash Components (as defined in the Registration Statement, including any amendments or supplements thereto, related to when classes the Fund) through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement (and any amendment or supplement thereto) relating to the Fund. The Trust acknowledges that the Underwriter shall not be obligated to accept any certain number of Shares may appropriately orders for Creation Units and has no role in determining which securities are to be purchased or sold to particular investorsby the Trust and nothing herein contained shall prevent the Underwriter from entering into like distribution arrangements with other investment companies. (c) We recognize that you may be subject The Underwriter agrees to use commercially reasonable efforts to act as agent of the Trust with respect to the continuous distribution of Creation Units of each Fund as set forth in the Registration Statement (and any amendment or supplement thereto) relating to the Fund and in accordance with the provisions thereof. The Underwriter further agrees as follows: (i) at the request of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act and other laws governing, among other thingsTrust, the conduct Underwriter shall enter into participant agreements ("Participant Agreements") between and among Authorized Participants, the Underwriter and the Index Receipt Agent for the Funds, for the purchase of activities by federal Creation Units of the Funds in accordance with the Registration Statement (and any amendment or state chartered supplement thereto) relating to the Funds; (ii) the Underwriter shall generate, transmit to purchasers and redeemers, and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances to the purchaser or supervised banks redeemer (such confirmations will indicate the time such orders were accepted and affiliated organizations. BECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMERwill be made available to the Trust promptly upon request); (iii) the Underwriter may reject any orders not submitted in proper form or in a timely manner; (iv) the Underwriter shall deliver copies of the Prospectus, YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMERincluded in the Registration Statement, to purchasers of such Creation Units and, periodic fund reports, as applicable, and upon request, the Statement of Additional Information; and (v) the Underwriter shall maintain telephonic, facsimile and/or access to direct computer communications links with the Index Receipt Agent of the Funds. (d) We The Underwriter agrees to use all reasonable efforts to facilitate the sale of Creation Units through Authorized Participants in accordance with the procedures set forth in the Registration Statement (and any amendment or supplement thereto) relating to the Funds. (e) All activities by the Underwriter and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement (and any amendment or supplement thereto) relating to the Funds, the instructions of the Fund's investment adviser and the Board, this Agreement and the Amended Master Trust Agreement (defined below), and all applicable laws, rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to the Investment Companies Company Act of 1940, as amended ("1940 Act") by the Securities and Exchange Commission ("SEC") or any securities association registered under the Exchange Act of 1934, as amended, including the Financial Industry Regulatory Authority ("FINRA") and the listing exchanges. (f) If, and whenever, the determination of net asset value for a Fund is suspended, and until such suspension is terminated, no further orders for Creation Units will be processed by the Underwriter except such unconditional redemption orders as may have been placed with the Underwriter before it had knowledge of the suspension, if required by the ▇▇▇▇ ▇▇▇. (g) The Underwriter shall have provide to, or cause to be provided to, the right listing exchanges of the Funds copies of Prospectuses and Statements of Additional Information to be provided to purchasers in the secondary market. The Underwriter will generally make it known in the brokerage community that Prospectuses and Statements of Additional Information are available, including by (i) advising the listing exchanges on behalf of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by the Underwriter with FINRA, and (iii) as may otherwise be required by the SEC. (h) The Underwriter shall work with the Index Receipt Agent to review and accept or reject orders for placed by Authorized Participants and transmitted to or by the purchase Underwriter by or to the Index Receipt Agent. (i) The Trust agrees to issue Creation Units of each Fund identified in Schedule A hereto and Distributed Shares, as the case may be, and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Registration Statement (and any amendment or supplement thereto) relating to the Fund in such amounts as the Underwriter has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and Cash Component (together with any Fund fees) and acceptance of such order, upon the terms described in the Registration Statement (and any amendment or class thereofsupplement thereto) relating to the Fund. It is understood that for the purposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to The Trust may reject any order for Shares which is rejected by us Creation Units or an Investment Companystop all receipts of such orders at any time upon reasonable notice to the Underwriter, in accordance with the provisions of the Registration Statement (and any amendment or supplement thereto) relating to the Fund and the 1940 Act. Any consideration which you may receive in connection with a rejected purchase order is In addition, the Trust reserves the right to be returned promptly by you. Confirmations of all accepted suspend sales and the Underwriter's authority to process purchase orders for Creation Units on behalf of the Trust, upon due notice to the Underwriter, if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be transmitted determined by the applicable Investment Company or us to investors, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Fund or class of Shares thereofTrust.

Manner of Offering. (a) No person is authorized to make or rely on any representations concerning Shares except those contained in the then current applicable Prospectuses Prospectus and in any sales literature and or other materials material issued by us USBCC supplemental to such ProspectusesProspectus, and used in conformity with applicable rules or conditions. Shares of Funds shall only be offered by means of the then current applicable Prospectus Prospectus, and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities lawslaws and regulations, including without limitation the rules of the NASD. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchasespurchase amount) and to the terms and conditions herein set forth. We The Fund’s transfer agent will furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the applicable Prospectus and any required point of sale disclosure document(s) prior to or at the time such customer purchases Shares in accordance with applicable federal and state securities laws and regulations, including without limitation the Securities Act of 1933, as amended (the “1933 Act”), and promptly will forward promptly to us USBCC any customer request for a copy of the applicable Statement of Additional Information. You agree that you will not use any other offering materials for the Funds without USBCC’s prior written consent. (b) Sales and exchanges of Shares only may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree USBCC agrees to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us USBCC and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified. (b) You . In the event that you offer Shares outside the United States, you agree to conform to any compliance or offering standards that we may establish from time to timecomply with the applicable laws, rules and regulations of the regulatory authority having jurisdiction over such sales, including without limitation standards as any regulations of United States military authorities applicable to when classes of Shares may appropriately be sold solicitations to particular investorsmilitary personnel. (c) We recognize that you As distributor of the Shares, USBCC shall have the authority to take such action as USBCC may be subject reasonably determine advisable in respect of all matters pertaining to the provisions distribution of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act and other laws governing, among other things, the conduct of activities by federal or state chartered or supervised banks and affiliated organizations. BECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMER, YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMERsuch Shares. (d) We and the Investment Companies USBCC shall have the unconditional right to accept or reject orders for the purchase of Shares of any Fund or class thereofShares. It is understood that for the purposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by us a Fund or an Investment CompanyUSBCC. Any consideration which that you may receive in connection with a rejected purchase order is to will be returned promptly by youpromptly. Confirmations The Fund’s transfer agent will transmit confirmations of all accepted purchase orders will be transmitted by for Shares to the applicable Investment Company investor or us to investors, oryou, if so directedauthorized. (e) You agree that it is your responsibility to determine the suitability of any Shares as investments for your customers, to any duly appointed transfer or shareholder servicing agent of the Fund or class of Shares thereofand that we have no responsibility for such determination.

Manner of Offering. (a) No person is authorized to make any representations concerning Shares except those contained in the then current applicable Prospectuses and in sales literature and other materials issued by us supplemental to such Prospectuses. Shares of Funds shall only be offered by means of the then current applicable Prospectus and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchases) and to the terms and conditions herein set forth. We will furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified. (b) You agree to conform to any compliance or offering standards that we may establish from time to time, including without limitation standards as to when classes of Shares may appropriately be sold to particular investors. (c) We recognize that you may be subject to the provisions of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act and other laws governing, among other things, the conduct of activities by federal or state chartered or supervised banks and affiliated organizations. BECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMER, YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMER.. 5 (d) We and the Investment Companies shall have the right to accept or reject orders for the purchase of Shares of any Fund or class thereof. It is understood that for the purposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by us or an Investment Company. Any consideration which you may receive in connection with a rejected purchase order is to be returned promptly by you. Confirmations of all accepted purchase orders will be transmitted by the applicable Investment Company or us to investors, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Fund or class of Shares thereof.

Manner of Offering. (a) No person is authorized to make or rely on any representations concerning Shares except those contained in the then current applicable Prospectuses Prospectus and in any sales literature and or other materials material issued by us USBCC supplemental to such ProspectusesProspectus, and used in conformity with applicable rules or conditions. Shares of Funds shall only be offered by means of the then current applicable Prospectus Prospectus, and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities lawslaws and regulations, including without limitation the rules of the FINRA. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchasespurchase amount) and to the terms and conditions herein set forth. We The Fund's transfer agent will furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the applicable Prospectus and any required point of sale disclosure document(s) prior to or at the time such customer purchases Shares in accordance with applicable federal and state securities laws and regulations, including without limitation the Securities Act of 1933, as amended (the "1933 Act"), and promptly will forward promptly to us USBCC any customer request for a copy of the applicable Statement of Additional Information. You agree that you will not use any other offering materials for the Funds without USBCC's prior written consent. (b) Sales and exchanges of Shares only may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree USBCC agrees to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us USBCC and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified. (b) You . In the event that you offer Shares outside the United States, you agree to conform to any compliance or offering standards that we may establish from time to timecomply with the applicable laws, rules and regulations of the regulatory authority having jurisdiction over such sales, including without limitation standards as any regulations of United States military authorities applicable to when classes of Shares may appropriately be sold solicitations to particular investorsmilitary personnel. (c) We recognize that you As distributor of the Shares, USBCC shall have the authority to take such action as USBCC may be subject reasonably determine advisable in respect of all matters pertaining to the provisions distribution of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act and other laws governing, among other things, the conduct of activities by federal or state chartered or supervised banks and affiliated organizations. BECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR CUSTOMER, YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE ACCOUNT OF YOUR CUSTOMERsuch Shares. (d) We and the Investment Companies USBCC shall have the unconditional right to accept or reject orders for the purchase of Shares of any Fund or class thereofShares. It is understood that for the purposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by us a Fund or an Investment CompanyUSBCC. Any consideration which that you may receive in connection with a rejected purchase order is to will be returned promptly by youpromptly. Confirmations The Fund's transfer agent will transmit confirmations of all accepted purchase orders will be transmitted by for Shares to the applicable Investment Company investor or us to investors, oryou, if so directedauthorized. (e) You agree that it is your responsibility to determine the suitability of any Shares as investments for your customers, to any duly appointed transfer or shareholder servicing agent of the Fund or class of Shares thereofand that we have no responsibility for such determination.