CONTINUOUS DISTRIBUTION DEALER AGREEMENT THIS …

1 CONTINUOUS DISTRIBUTION DEALER AGREEMENT this AGREEMENT is made as of _____, 2015 BETWEEN: HORIZONS etfs MANAGEMENT (CANADA) INC., a corporation existing under the laws of Canada, as trustee and manager of the Horizons family of exchange traded funds listed in Schedule A hereof, each of which is a trust created under the laws of the Province of Ontario (collectively, the etfs and individually, an ETF ) ( Horizons ) - and _____ _____ a corporation incorporated under the laws of _____ (the DEALER ) WHEREAS: A.

2 Horizons, as trustee and manager of the etfs , and the DEALER wish to enter into this CONTINUOUS DISTRIBUTION DEALER AGREEMENT (the AGREEMENT ) which will apply to each of the etfs set out in Schedule A, as such Schedule A may be amended by the parties from time to time, to provide for the CONTINUOUS DISTRIBUTION of Class A Units of such etfs . B. A copy of the amended and restated master declaration of trust dated as August 31, 2010 in respect of the etfs , as amended from time to time, (the Declaration of Trust ) has been delivered or made available to the DEALER . NOW THEREFORE in consideration of the mutual covenants and agreements contained in this AGREEMENT and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION Definitions In this AGREEMENT , unless the subject matter or context otherwise requires: - 2 - Bank Holiday means, any Trading Day that deposit taking banks in the United States or Canada are not open for business.

3 Canadian securities legislation means the laws, regulations, requirements, decisions, rules and policies of the securities regulatory authority in each province and territory of Canada (including those of the Toronto Stock Exchange) which are in effect from time to time and applicable to the etfs , and any exemptions therefrom. CDS means CDS Clearing and Depository Services Inc. Class A Unit means a redeemable, transferable class A unit of an ETF. Code means the United States Internal Revenue Code of 1986, as amended. Custodian means CIBC Mellon Trust Company. DEALER Prospectus Delivery Acknowledgement means an acknowledgement in substantially the form attached as Schedule (k)(ii).

4 DEALER Summary Document Acknowledgement means an acknowledgement in substantially the form attached as Schedule (k)(i). Initial Subscription Order has the meaning given to such term in the Designated Broker AGREEMENT entered into between Horizons and the DEALER on the date hereof. Issuance Day means, in respect of an ETF, the day on which the ETF issues Class A Units. Material Contracts means, in respect of an ETF, the contracts identified as material contracts in the Prospectus of the ETF. Maximum Purchase Amount means, in respect of an ETF, the maximum number of Class A Units of the ETF that the DEALER can buy on a Trading Day, as determined by Horizons, in its sole discretion, from time to time.

5 Prescribed Number of Class A Units means, in respect of an ETF, the number of Class A Units of the ETF determined and published by Horizons from time to time. Prospectus means, in respect of an ETF, the current prospectus qualifying the issuance of Class A Units of the ETF for DISTRIBUTION to the public, including any amendments to such prospectus. Prospectus Delivery Decision means a decision under Canadian securities legislation granting relief from the Prospectus Delivery Requirement to the DEALER . Prospectus Delivery Requirement means the requirement that a DEALER (as defined in the Canadian securities legislation)

6 , not acting as agent of the purchaser, who receives an order or subscription for a security offered in a DISTRIBUTION to which the prospectus requirement of Canadian securities legislation applies, send or deliver to the purchaser or its agent, unless the - 3 - DEALER has previously done so, the latest prospectus and any amendment either before entering into an AGREEMENT of purchase and sale resulting from the order or subscription, or not later than midnight on the second business day after entering into that AGREEMENT . Qualifying Jurisdictions means, in respect of an ETF, all of the provinces and territories of Canada where the Prospectus of the ETF has been filed, and Qualifying Jurisdiction means one of them.

7 Registrar and Transfer Agent of an ETF has the meaning given to such term in the Prospectus of the ETF. Resale has the meaning given to it in Section (k)(i). Settlement Day means either: (i) the first Trading Day following the effective date of a Subscription Order for Class A Units of an ETF, provided that such Trading Day is not a Bank Holiday; or (ii) the second Trading Day following the effective date of such Subscription Order, if the first Trading Day following the effective date of such Subscription Order is a Bank Holiday. Subscription Order means (i) an order in the form of Schedule (a) placed by the DEALER to Horizons evidencing the DEALER s request to subscribe for at least the Prescribed Number of Class A Units of an ETF and (ii) where the context requires, may mean an Initial Subscription Order or Subsequent Subscription Order for Class A Units of the ETF pursuant to the Designated Broker AGREEMENT entered into between Horizons and the DEALER on the date hereof.

8 Subsequent Subscription Order has the meaning ascribed thereto in the Designated Broker AGREEMENT entered into between Horizons and the DEALER on the date hereof. Summary Document means a document in respect of a class of units of an ETF being distributed under the Prospectus of the ETF, as contemplated in the Prospectus Delivery Decision. Supplementary Material means any amendment or supplement to a Prospectus of an ETF or to any documentation supplemental thereto or any amending or supplemental prospectus or other supplemental documentation or any similar document required to be filed by Horizons or the ETF under any Canadian securities legislation, including without limitation any Summary Document, in connection with the CONTINUOUS DISTRIBUTION of its Class A Units.

9 Trading Day has the meaning given to such term in the applicable Prospectus. Underlying Index has the meaning given to such term in the applicable Prospectus. Valuation Time means the time on each Trading Day as of which the net asset value per Class A Unit of an ETF is determined by Horizons in accordance with the valuation principles set out in the Declaration of Trust. - 4 - Capitalized terms used and not otherwise defined herein have the meanings given to them in the applicable Prospectus. Appendices and Schedules The following are schedules to this AGREEMENT , which form an integral part hereof: Schedule A Current list of Horizons etfs that are subject to this AGREEMENT Schedule (a) Form of Subscription Order Schedule (k)(i) Form of DEALER Summary Document Acknowledgement Schedule (k)(ii) Form of DEALER Prospectus Delivery Acknowledgement Schedule List of Transaction Fees Article and Section Headings The division of this AGREEMENT into Articles and Sections and the insertion of headings are for convenience of reference only and are not to affect the construction or interpretation of this AGREEMENT .

10 Reference to Hereof , etc. Reference in this AGREEMENT to herein , hereafter , hereby , hereto and hereunder shall be deemed to refer to this AGREEMENT and not to the article or section in which such words appear. References Reference in this AGREEMENT to any enactment, including any statute, law, by-law, regulation, ordinance, rule, regulatory policy or order, will be deemed to include references to such enactment as re-enacted, amended or extended from time to time. Entire AGREEMENT this AGREEMENT and the Schedules referred to herein constitute the entire AGREEMENT between the parties hereto and supersede all prior agreements, representations, warranties, statements, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof.