MODEL CENTER THIRD-PARTY TERMS

Additional terms and conditions required by our Model Center suppliers

Krane Fund Advisors

We, Licensee has entered into terms of use (“Terms of Use”) with Krane Fund Advisors, LLC (“Manager”) in relation to the use of model portfolios, as defined in the Terms of Use. You LICENSEE represent the following:

  1. You hereby expressly acknowledge that the Models and the Materials are provided “as-is,” without any warranty of any kind, express or implied, and Krane Fund Advisors, LLC expressly disclaims all warranties, whether express or implied, including implied warranties of merchantability, suitability or fitness for a particular purpose, or that the Models will produce any particular investment outcome, with respect to any Model or Material provided by Krane Fund Advisors, LLC hereunder or otherwise to Licensee or any other person.

  2. Krane Fund Advisors, LLC is not acting in an investment advisory, fiduciary or quasi-fiduciary capacity to You, or any actual or prospective client of Yours, through Your use of the Models and Materials. Krane Fund Advisors, LLC shall have no responsibility for determining the appropriateness and suitability of the use of Models and Materials for any client or account.

  3. Delivery of each Model, along with any updates thereto, will be done in accordance with Krane Fund Advisors, LLC’s procedures for allocation of investment opportunities and trade rotation policy, as amended from time to time (“Trade Rotation Policies”), as disclosed and updated from time to time. Krane Fund Advisors, LLC shall be responsible for confirming that the Models are current, accurate and complete and its Trade Rotation Policies are applied consistently.

  4. You agree not to include the name of any Model, the terms “Manager” or “Fund Name” or any other related term in the name of any portfolio or account you create in connection with the use of the Models and the Materials without the prior written consent of Manager.

  5. You may only customize the appearance and/or branding of the Models and the Materials to incorporate your name, logo and required disclosures, provided that such modifications do not impact the presentation of relevant Model information and disclaimers included in the form of the Model or Material delivered by Krane Fund Advisors, LLC. Any specific portfolio content included in or relating to the Models and Materials provided by Krane Fund Advisors, LLC, including descriptions, allocations, fund details and disclosures, may not be altered in any way by you. In the event of the inclusion of data or information, which has not been provided by Krane Fund Advisors, LLC, you represent and warrant that you will include disclosure reflecting that said information has not been provided by Krane Fund Advisors, LLC. Disclaimers and other related disclosures included by Krane Fund Advisors, LLC in the form of any Material may not be altered in any way by you. You may, as required by your policies and regulatory requirements, incorporate additional disclosures into the Materials. All such Materials must include a statement that Krane Fund Advisors, LLC. and its affiliates are not affiliated with you. Upon request, you will make any and all modified Materials available to the Licensee for inspection.

  6. You represent and warrant that electronic confirmation will be obtained from each firm or Financial Professional that receives a Model or Material from you that it (i) acknowledges and agrees that the Models and Materials do not constitute investment advice from Krane Fund Advisors, LLC to any person or entity, (ii) has entered into a contract with each of its clients (including those of its representatives and agents) in which it assumes responsibility for providing investment advisory services to such clients, and (iii) has read and understood the disclosure documents for the constituent holdings of the Models.

  7. LICENSEE acknowledges and agrees that while Krane Fund Advisors, LLC is responsible for developing and supplying the Model and Materials on a discretionary basis; Krane Fund Advisors, LLC shall provide no advice or recommendations with respect to Model and Materials nor shall Krane Fund Advisors, LLC tailor or personalize Model and Materials to any client based on such client’s investment objectives, financial situation and risk tolerance. To the extent Krane Fund Advisors, LLC is deemed to have “investment discretion” as defined in Section 3(a)(35) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such “investment discretion,” is limited to its responsibility to developing and providing the Models and does not extend to any client’s assets in the Models.

  8. Licensee shall obtain the electronic agreement of each firm or Financial Professional that uses any Model or Material to inform all of its End Clients of the risks that (i)any investments made in accordance with, or otherwise in connection with, the Models involve risk (the amount of which may vary significantly), (ii) that investment performance and the success of any selected investment can never be predicted or guaranteed, and (iii) that the value of investments made in connection with the Models will fluctuate due to market conditions, various market, liquidity, currency, economic and political risks and other factors.

  9. Liability
    IN NO EVENT WILL Krane Fund Advisors, LLC OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, FUND DIRECTORS OR TRUSTEES, EMPLOYEES, AGENTS, REPRESENTATIVES OR ASSIGNS, BE LIABLE FOR ANY COSTS, EXPENSES, LOSSES OR DAMAGES ARISING OUT OF THE USE, NON-USE OR INABILITY TO USE THE MODELS OR THE MATERIALS IN ANY WAY, EVEN IF Krane Fund Advisors, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, Krane Fund Advisors, LLC SHALL NOT BE LIABLE OR OTHERWISE RESPONSIBLE IN ANY WAY FOR ANY COSTS, EXPENSES, LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO ANY INVESTMENT, ADVISORY, TRADING OR OTHER ACTIVITIES ENGAGED IN BY THE THIRD PARTY USER OF THE MODELS, A FINANCIAL PROFESSIONAL AND THEIR CUSTOMERS OR CLIENTS, OR ANY OTHER THIRD PARTY IN CONNECTION WITH THE MODELS OR MATERIALS.

  10. Indemnification
    The financial advisor or such third party user, as applicable, agrees to indemnify, defend and hold Krane Fund Advisors, LLC, and any of its affiliates, officers, directors, fund directors or trustees, employees, agents, representatives and assigns (“Indemnified Parties”), harmless from and against any and all claims, demands, liabilities, losses, obligations, damages, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and other legal expenses) (“Losses”) arising out of or incurred in connection with any claim by a third party to the extent such claim is arising out of, or alleged to arise out of, or related to: (a) the Models or any or all of the funds included in the Models; (b) the Materials; (c) Licensee’s use of the Models and the Materials; and (d) any Financial Professional or End Client’s use of the Models and the Materials.
VanEck Global

Recipients shall be required to agree to the below information as described in Section 3 of the Model Center Exhibit:

1) The Model Portfolios and Documentation are provided “as-is”, without any warranty of any kind, express or implied, and Recipient and the third party Licensor (Van Eck Associates Corporation) expressly disclaim all warranties, whether express or implied, including implied warranties of merchantability, suitability or fitness for a particular purpose, or that the Model Portfolios will produce any particular investment outcome, with respect to any Model Portfolios or Documentation provided by Licensor hereunder or otherwise to FactSet or any other
person.

2) Nothing in the Agreement between FactSet and Recipient shall be construed as FactSet’s third-party Licensor providing, nor shall FactSet’s third-party Licensor be responsible for providing, investment advice to Recipient or any other third party. Recipient expressly acknowledges and affirms that: (a) the Model Portfolios were created without consideration of the investment objectives, risk tolerance or financial circumstances of the Recipient or
any other third party (including but not limited to any financial advisor or its client); (b) neither the Model Portfolios nor the Documentation constitute investment advice or discretion in any form; and (c) FactSet’s third party Licensor does not have any advisory, fiduciary or other responsibility to Recipient or any other third party (including but not limited to any financial advisor or its client) in connection with FactSet or its third party Licensor’s delivery of the Model Portfolios and Documentation to Recipient.

3) Any information provided by either FactSet or its third-party Licensor in connection with the Model Portfolios may be based on a variety of sources. While the information is believed to be reliable, the accuracy of any information or source cannot be guaranteed. Recipient acknowledges that any past performance shown in connection with the Model Portfolios are not indicative of future results and that information presented in a Model Portfolio and Documentation is subject to change.

4) Van Eck Associates Corporation (“VanEck”) and/or its affiliates receive revenue from VanEck funds. The Model Portfolios and documentation provided by VanEck will likely be constructed of, contain, or utilize VanEck funds. In situations where multiple fund families offer a fund that is similar to a VanEck fund, VanEck will exercise a preference for including the VanEck fund in the Model Portfolios. VanEck and/or its affiliates receive a management fee for advising VanEck funds, and additional investments into a VanEck fund may increase the amount of VanEck’s management fee. VanEck, therefore, has an incentive and a potential conflict of interest in the inclusion of, and preference for, the VanEck funds in the Model Portfolios.