Common use of COMPENSATION; EXPENSES Clause in Contracts

COMPENSATION; EXPENSES. (a) In consideration of the Distributor's services in connection with the distribution of Shares of the Fund and each Class thereof, the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Fund, the distribution service fees with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") is effective (the "Distribution Fee"); and (iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A (the "Service Fee"). The Distribution Fee and Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Service Fees owed the Distributor by the Fund under this Agreement. (b) The Fund shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after each month end. (c) Except as specified in Sections 8 and 10(a) of this Agreement, the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Fund's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund shall be responsible and assumes the obligation for payment of all its expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund shall bear the cost and expenses (i) of the registration of its Shares for sale under the Securities Act; (ii) of the registration or qualification of its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Fund, or its Series or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Fund; and (iv) payable to each State for continuing registration or qualification therein until the Fund decides to discontinue registration or qualification. The Distributor shall pay all expenses relating to the Distributor's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the Distributor's services in connection with the distribution of Shares of the each Fund and each Class thereof, the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the FundTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; and (iii) from the FundTrust, the distribution service fees with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") Plan is effective (the "Distribution Fee"); and (iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A (the "Service Fee"). The Distribution Fee and Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Service Fees owed the Distributor by the Fund under this AgreementPlans. (b) The Fund Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after the settlement date for each month endredemption of Shares. (c) Except as specified in Sections 8 and 10(a) of this Agreement), the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Fund's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund Trust shall be responsible and assumes the obligation for payment of all its expensesthe expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund Trust shall bear the cost and expenses (i) of the registration of its the Shares for sale under the Securities Act; (ii) of the registration or qualification of its the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundTrust, or its Series the Funds or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the FundTrust and the Distributor pursuant to Section 6(b) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Fund Trust decides to discontinue registration or qualificationqualification pursuant to Section 6(b) hereof. The Distributor shall pay all expenses relating to the Distributor's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of for the Distributor's services provided to the Company by the Service Provider under this Agreement, the Company shall pay to the Service Provider the applicable Fulfillment Fees, Early Purchase Program Fees and Warehouse Fees set forth on Exhibit A. (b) The Service Provider shall be required to pay all expenses incurred by it in connection with the distribution of Shares of the Fund and each Class thereof, the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Fund, the distribution service fees with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") is effective (the "Distribution Fee"); and (iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A (the "Service Fee"). The Distribution Fee and Service Fee shall be accrued daily by each applicable Fund or Class thereof services it provides hereunder and shall not be paid monthly entitled to reimbursement therefor except as promptly as possible after the last day of each calendar month but otherwise provided in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Service Fees owed the Distributor by the Fund under this Agreement. (b) The Fund shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after each month end. (c) Except as specified in Sections 8 and 10(a) Notwithstanding any provision of this Agreement, the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Fund's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, if it becomes reasonably necessary or advisable for the Service Provider to engage in additional services in connection with the occurrence of any breach by a Correspondent of any terms or conditions to which such Correspondent is subject under its agreement with the Company under the Company’s correspondent lending program, or any default or event of default under any Facility or Transaction, or initiate and pursue legal proceeding against a Correspondent or a Transaction Counterparty or guarantor thereof, or appear on behalf of the Company in any bankruptcy, insolvency or other similar proceeding involving a Correspondent or a Transaction Counterparty or any guarantor thereof or otherwise engage in post-breach or post-default resolution activities, then the Service Provider and the Company shall negotiate in good faith for additional compensation and reimbursement of expenses to be paid to the extent Service Provider for the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses performance of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such paymentadditional services. (d) The Fund Notwithstanding anything to the contrary contained herein (other than subsection (c) above), upon the written request (a “Fee Negotiation Request”) of the Company or the Service Provider following a determination by the Company or the Service Provider that the rates of compensation payable to the Service Provider hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a proposal for revised rates of compensation hereunder, the parties hereto shall negotiate in good faith to amend the provisions of this Agreement relating to the compensation of the Service Provider in order to cause such compensation to be materially consistent with market rates of compensation for services comparable to those provided hereunder (a “Fee Amendment”); provided, however, that no such request shall be responsible and assumes made until the obligation for payment of all its expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing second anniversary of the Registration Statement and Prospectuses effective date of this Agreement, after which time each party may make such request (including but not limited i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expense expiration of setting the Initial Term, and (ii) once with respect to fees to be paid during any Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholdersaccordance with Section 3.06(e). (e) The Fund All disputes, differences and controversies of the Company or the Service Provider relating to a Fee Amendment (individually, a “Dispute” and, collectively, “Disputes”) shall bear be resolved by final and binding arbitration administered by the cost and expenses American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the following provisions: (i) Following the delivery of a written demand for arbitration by either the Company or the Service Provider, each party shall choose one (1) arbitrator within ten (10) Business Days after the date of such written demand and the two chosen arbitrators shall mutually, within ten (10) Business Days after selection select a third (3rd) arbitrator (each, an “Arbitrator” and together, the “Arbitrators”), each of whom shall be a retired judge selected from a roster of arbitrators provided by the AAA. If the third (3rd) Arbitrator is not selected within fifteen (15) Business Days after delivery of the registration written demand for arbitration (or such other time period as the Company and the Service Provider may agree), the Company and the Service Provider shall promptly request that the commercial panel of its Shares for sale under the Securities Act; AAA select an independent Arbitrator meeting such criteria. (ii) The rules of arbitration shall be the Commercial Rules of the registration or qualification of its Shares for sale under the securities laws American Arbitration Association; provided, however, that notwithstanding any provisions of the various States; Commercial Arbitration Rules to the contrary, unless otherwise mutually agreed to by the Company and the Service Provider, the sole discovery available to each party shall be its right to conduct up to two (2) non-expert depositions of no more than three (3) hours of testimony each. (iii) if necessary or advisable in connection therewithThe Arbitrators shall render a decision by majority decision within three (3) months after the date of appointment, of qualifying unless the FundCompany and the Service Provider agree to extend such time. The decision shall be final and binding upon the Company and the Service Provider; provided, or its Series however, that such decision shall not restrict either the Company or the Classes thereof (but not Service Provider from terminating this Agreement pursuant to the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Fund; and terms hereof. (iv) payable to each State for continuing registration or qualification therein until the Fund decides to discontinue registration or qualification. The Distributor Each party shall pay all its own expenses relating in connection with the resolution of Disputes, including attorneys’ fees, unless determined otherwise by the Arbitrator. (v) The Company and the Service Provider agree that the existence, conduct and content of any arbitration pursuant to this Section 3.06(e) shall be kept confidential and neither the Distributor's broker-dealer qualificationCompany nor the Service Provider shall disclose to any Person any information about such arbitration, except in connection with such arbitration or as may be required by law or by any regulatory authority (or any exchange on which such party’s securities are listed) or for financial reporting purposes in such party’s financial statements.

COMPENSATION; EXPENSES. (a) In consideration of the Distributor's ’s services in connection with the distribution of Shares of the Fund and each Class thereof, the Distributor shall be entitled to receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the FundFunds, any applicable contingent deferred sales charge ("“CDSC"”) assessed upon investors in connection with the redemption of Shares; and (iii) from the FundFunds, the distribution service fees with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "“Plan"”) is effective (the "“Distribution Fee"); and (iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A (the "Service Fee"”). The Distribution Fee and Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A each Fund’s prospectus and, as applicable, the Plan(s). The Fund grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Service Fees owed the Distributor by the Fund under this Agreement. (b) The Each Fund shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after each month end. (c) Except as specified in Sections 8 and 10(a) of this Agreement, the Distributor shall be entitled to receive no compensation or reimbursement of expenses from the Funds for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Fund's Funds’ investment advisors, other service providers or their respective affiliates (collectively, the "“Advisor"”) for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Each Fund shall be responsible and assumes assume the obligation for payment of all its expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Each Fund shall bear the cost and expenses expenses: (i) of the registration of its Shares for sale under the Securities Act; (ii) of the registration or qualification of its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the a Fund, or its Series or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the a Fund; and (iv) payable to each State for continuing registration or qualification therein until the a Fund decides to discontinue registration or qualification. The Distributor shall pay all expenses relating to the Distributor's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the DistributorForum's services in connection with the distribution of Shares of the each Fund and each Class thereof, the Distributor Forum shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the FundTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the FundTrust, the [distribution service fees fees] with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") Plan is effective (the "Distribution Fee"); and (iv) from the FundTrust, the [shareholder service fees fees] with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Fund Trust grants and transfers to the Distributor Forum a general unperfected lien and security interest in any and all securities and other assets of the a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed the Distributor Forum by the Fund Trust under this Agreement. (b) The Fund Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor Forum as promptly as possible after the settlement date for each month endredemption of Shares. (c) Except as specified in Sections 8 and 10(a) of this Agreement), the Distributor Forum shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor Forum pursuant to this Agreement. The Distributor [Forum may receive compensation from the Fund's investment advisorsIronwood Capital Management, other service providers or their respective affiliates LLC. (collectively, the "AdvisorAdviser") for its services hereunder or for additional services all as may be agreed to between the Advisor Adviser and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is Forum and disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment.] (d) The Fund Trust shall be responsible and assumes the obligation for payment of all its expensesthe expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund Trust shall bear the cost and expenses expenses: (i) of the registration of its the Shares for sale under the Securities Act; (ii) of the registration or qualification of its the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundTrust, or its Series the Funds or the Classes thereof (but not the DistributorForum) as an issuer or as a broker or dealer, in such States as shall be selected by the FundTrust and Forum pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Fund Trust decides to discontinue registration or qualificationqualification pursuant to Section 6(c) hereof. The Distributor Forum shall pay all expenses relating to the DistributorForum's broker-dealer qualification.

COMPENSATION; EXPENSES. For services hereunder, the Company shall issue to the Consultant a warrant (athe “Warrant”) In consideration to purchase 1,250,000 shares (the “Warrant Shares”) of the Distributor's services Company’s class A common stock (the “Common Stock”), to be issued and earned on the Effective Date. In addition, the Company shall reimburse Consultant for any travel or out of pocket expenses incurred in connection with the distribution of Shares Services. Consultant must receive written approval from the Company prior to incurring any such reimbursable expenses, and any travel expenses shall be subject to the Company’s established travel policies and procedures. The Warrant is appended hereto as Exhibit B. The Consultant agrees and accepts that the Warrant may not be exercised until the Company has obtained the approval of the Fund and each Class thereof, the Distributor shall receive: NYSE American therefor. The Company hereby commits to use its reasonable best efforts to obtain such approval as promptly as practicable. The Warrant Shares issued may not be sold or transferred unless (i) any applicable sales charge assessed upon investors in connection with such shares are sold pursuant to an effective registration statement under the purchase Securities Act of Shares; 1933, as amended (the “Securities Act”) or (ii) the Company’s transfer agent shall have been furnished with an opinion of the Company’s counsel to the effect that the Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; such registration or (iii) from the Fund, the distribution service fees with respect such shares are sold or transferred pursuant to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 144 under the 1940 Securities Act (or a "Plan"successor rule) is effective (the "Distribution Fee"); and (iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A (the "Service Fee"“Rule 144”). The Distribution Fee and Service Fee Warrant Shares, when issued, will contain a standard Securities Act restrictive legend. The legend shall be accrued daily by each applicable Fund or Class thereof removed and the Company shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund grants and transfers issue to the Distributor Consultant a general unperfected lien and security interest in new certificate therefore free of any and all securities and other assets transfer legend if the Company’s transfer agent shall have received an opinion of the Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Service Fees owed the Distributor by the Fund under this Agreement. (b) The Fund shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after each month end. (c) Except as specified in Sections 8 and 10(a) of this Agreement, the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Fund's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contraryCompany’s counsel, to the extent the Distributor receives compensation from the Advisor effect that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund shall be responsible and assumes the obligation for payment of all its expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund shall bear the cost and expenses (i) a public sale or transfer of the such Warrant Shares may be made without registration of its Shares for sale under the Securities Act; Act or (ii) in the case whereby the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. Upon the Consultant’s written request, the Company shall pay for a Rule 144 opinion to be issued covering any Warrant Shares then eligible. If the Company shall at any time seek to register or qualify any of its Common Stock, on each such occasion it shall, without cost or expense, include all of the Consultant’s Warrant Shares in such registration. The Company shall keep the registration or qualification of statement effective until such time as the Consultant has sold its Warrant Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Fund, or its Series or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall Warrant Shares are eligible to be selected by the Fund; and (iv) payable to each State for continuing registration or qualification therein until the Fund decides to discontinue registration or qualification. The Distributor shall pay all expenses relating transferred without restriction pursuant to the Distributor's broker-dealer qualificationprovisions of Rule 144.

COMPENSATION; EXPENSES. (a) In consideration of the DistributorForum's services in connection with the distribution of Shares of the each Fund and each Class thereof, the Distributor Foreside shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the FundTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the FundTrust, the [distribution service fees fees] with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") Plan is effective (the "Distribution Fee"); and (iv) from the FundTrust, the [shareholder service fees fees] with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Fund Trust grants and transfers to the Distributor Foreside a general unperfected lien and security interest in any and all securities and other assets of the a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed the Distributor Foreside by the Fund Trust under this Agreement. (b) The Fund Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor Foreside as promptly as possible after the settlement date for each month endredemption of Shares. (c) Except as specified in Sections 8 and 10(a) of this Agreement), the Distributor Foreside shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor Foreside pursuant to this Agreement. The Distributor [Foreside may receive compensation from the Fund's investment advisorsIronwood Capital Management, other service providers or their respective affiliates LLC. (collectively, the "AdvisorAdviser") for its services hereunder or for additional services all as may be agreed to between the Advisor Adviser and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is Foreside and disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment.] (d) The Fund Trust shall be responsible and assumes the obligation for payment of all its expensesthe expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund Trust shall bear the cost and expenses expenses: (i) of the registration of its the Shares for sale under the Securities Act; (ii) of the registration or qualification of its the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundTrust, or its Series the Funds or the Classes thereof (but not the DistributorForum) as an issuer or as a broker or dealer, in such States as shall be selected by the FundTrust and Foreside pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Fund Trust decides to discontinue registration or qualificationqualification pursuant to Section 6(c) hereof. The Distributor Foreside shall pay all expenses relating to the DistributorForum's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the Distributor's services in connection with the distribution of Shares of the Fund and each Class thereof, the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Fund, the distribution service fees with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") is effective (the "Distribution Fee"); and (iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A (the "Service Fee"). The Distribution Fee and Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Service Fees owed the Distributor by the Fund under this Agreement. (b) The Fund shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after each month end. (c) Except as specified in Sections 8 and 10(a) of this Agreement, the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Fund's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees Indemnitee free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund shall be responsible and assumes the obligation for payment of all its expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund shall bear the cost and expenses (i) of the registration of its Shares for sale under the Securities Act; (ii) of the registration or qualification of its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Fund, or its Series or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Fund; and (iv) payable to each State for continuing registration or qualification therein until the Fund decides to discontinue registration or qualification. The Distributor shall pay all expenses relating to the Distributor's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the DistributorForeside's services in connection with the distribution of Shares of the each Fund and each Class thereof, the Distributor Foreside shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the FundTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the FundTrust, the distribution service fees set forth in Appendix A with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") Plan is effective (the "Distribution Fee"); and (iv) from the FundTrust, the shareholder service fees set forth in Appendix A with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Service Fees owed the Distributor by the Fund under this Agreement.A. (b) The Fund Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor Foreside as promptly as possible after the settlement date for each month endredemption of Shares. (c) Except as specified in Sections 8 9 and 10(a) of this Agreement11(a), the Distributor Foreside shall be entitled to no compensation or reimbursement of expenses from the Trust for the services provided by the Distributor Foreside pursuant to this Agreement. The Distributor may receive compensation from the Fund's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund As to Foreside, the Trust shall be responsible and assumes the obligation for payment of all its expensesthe expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund Trust shall bear the cost and expenses expenses: (i) of the registration of its the Shares for sale under the Securities Act; (ii) of the registration or qualification of its the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundTrust, or its Series the Funds or the Classes thereof (but not the DistributorForeside) as an issuer or as a broker or dealer, in such States as shall be selected by the FundTrust and Foreside pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Fund Trust decides to discontinue registration or qualificationqualification pursuant to Section 6(c) hereof. The Distributor Foreside shall pay all expenses relating to the DistributorForeside's broker-dealer qualification. (f) In consideration of the administrative services provided by Foreside to the Adviser pursuant to this Agreement, the Adviser shall pay Foreside the fees set forth in Appendix B hereto. (g) In connection with the administrative services provided by Foreside to the Adviser pursuant to this Agreement, the Adviser, on behalf of each Fund, agrees to reimburse Foreside for the expenses set forth in Appendix B hereto. Reimbursements shall be payable as incurred. Should the Adviser exercise its right to terminate this Agreement, the Adviser, on behalf of the applicable Fund, shall reimburse Foreside for all reasonably incurred out-of-pocket expenses and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities.

COMPENSATION; EXPENSES. (a) In consideration of the Distributor's services in connection with the distribution of Shares of the each Fund and each Class thereof, the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the FundTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the FundTrust, the [distribution service fees fees] with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") Plan is effective (the "Distribution Fee"); and (iv) from the FundTrust, the [shareholder service fees fees] with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Fund Trust grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed the Distributor by the Fund Trust under this Agreement. (b) The Fund Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after the settlement date for each month endredemption of Shares. (c) Except as specified in Sections 8 and 10(a) of this Agreement), the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. [The Distributor may receive compensation from the Fund's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor[NAME OF INVESTMENT ADVISER]("Adviser") for its services hereunder or for additional services all as may be agreed to between the Advisor Adviser and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor Adviser that is disclosed to the Board, the Fund Trust will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment.] (d) The Fund Trust shall be responsible and assumes the obligation for payment of all its expensesthe expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund Trust shall bear the cost and expenses (i) of the registration of its the Shares for sale under the Securities Act; (ii) of the registration or qualification of its the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundTrust, or its Series the Funds or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the FundTrust and the Distributor pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Fund Trust decides to discontinue registration or qualificationqualification pursuant to Section 6(c) hereof. The Distributor shall pay all expenses relating to the Distributor's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the Distributor's services in connection with the distribution of Shares of the each Fund and each Class thereof, the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the FundTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the FundTrust, the distribution service fees with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") Plan is effective (the "Distribution Fee"); and (iv) from the FundTrust, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund Trust grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed the Distributor by the Fund Trust under this Agreement. (b) The Fund Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after the settlement date for each month endredemption of Shares. (c) Except as specified in Sections 8 and 10(a) of this Agreement), the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Fund's investment advisorsForum Investment Advisors, other service providers or their respective affiliates LLC (collectively, the "AdvisorAdviser") for its services hereunder or for additional services all as may be agreed to between the Advisor Adviser and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor Adviser that is disclosed to the Board, the Fund Trust will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund Trust shall be responsible and assumes the obligation for payment of all its expensesthe expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund Trust shall bear the cost and expenses (i) of the registration of its the Shares for sale under the Securities Act; (ii) of the registration or qualification of its the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundTrust, or its Series the Funds or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the FundTrust and the Distributor pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Fund Trust decides to discontinue registration or qualificationqualification pursuant to Section 6(c) hereof. The Distributor shall pay all expenses relating to the Distributor's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the Distributor's services in connection with the distribution of Shares of the each Fund and each Class thereof, the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the FundTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the FundTrust, the distribution service fees with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") any Plan that is effective in effect (the "Distribution Fee"); and (iv) from the FundTrust, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A any Service Plan that is in effect (the "Shareholder Service Fee"). The Distribution Fee and Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund Trust grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed the Distributor by the Fund Trust under this Agreement. (b) The Fund Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after the settlement date for each month endredemption of Shares. (c) Except as specified in Sections 8 and 10(a) of this Agreement), the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Fund's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund Trust shall be responsible and assumes the obligation for payment of all its expensesthe expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund Trust shall bear the cost and expenses (i) of the registration of its the Shares for sale under the Securities Act; (ii) of the registration or qualification of its the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundTrust, or its Series the Funds or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the FundTrust and the Distributor pursuant to Section 6(b) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Fund Trust decides to discontinue registration or qualificationqualification pursuant to Section 6(b) hereof. The Distributor shall pay all expenses relating to the Distributor's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the DistributorForeside's services in connection with the distribution of Shares of the each Fund and each Class thereof, the Distributor Foreside shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the FundTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the FundTrust, the distribution service and shareholder services fees set forth in Appendix A with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") Plan is effective (the "Distribution Fee"); and (iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A (the "Service Shareholder Services Fee"). The Distribution Fee and Service Shareholder Services Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Service Fees owed the Distributor by the Fund under this Agreement.A. (b) The Fund Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor Foreside as promptly as possible after the settlement date for each month endredemption of Shares. (c) Except as specified in Sections 8 9 and 10(a) of this Agreement11(a), the Distributor Foreside shall be entitled to no compensation or reimbursement of expenses from the Trust for the services provided by the Distributor Foreside pursuant to this Agreement. The Distributor may receive compensation from the Fund's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund As to Foreside, the Trust shall be responsible and assumes the obligation for payment of all its expensesthe expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund Trust shall bear the cost and expenses expenses: (i) of the registration of its the Shares for sale under the Securities Act; (ii) of the registration or qualification of its the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundTrust, or its Series the Funds or the Classes thereof (but not the DistributorForeside) as an issuer or as a broker or dealer, in such States as shall be selected by the FundTrust and Foreside pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Fund Trust decides to discontinue registration or qualificationqualification pursuant to Section 6(c) hereof. The Distributor Foreside shall pay all expenses relating to the DistributorForeside's broker-dealer qualification. (f) In consideration of the administrative services provided by Foreside to the Adviser pursuant to this Agreement, the Adviser shall pay Foreside the fees set forth in Appendix B hereto. (g) In connection with the administrative services provided by Foreside to the Adviser pursuant to this Agreement, the Adviser, on behalf of each Fund, agrees to reimburse Foreside for the expenses set forth in Appendix B hereto. Reimbursements shall be payable as incurred. Should the Adviser exercise its right to terminate this Agreement, the Adviser, on behalf of the applicable Fund, shall reimburse Foreside for all reasonably incurred out-of-pocket expenses and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities.

COMPENSATION; EXPENSES. (a) In consideration of the Distributor's ’s services in connection with the distribution of Shares of the each Fund and each Class thereof, the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the FundTrust, any applicable contingent deferred sales charge ("“CDSC"”) assessed upon investors in connection with the redemption of Shares; (iii) from the FundTrust, the distribution service fees with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") Plan is effective (the "Distribution Fee"); and (iv) from the FundTrust, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund Trust grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the a Fund now or hereafter maintained in an account at the Fund's ’s custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed the Distributor by the Fund Trust under this Agreement. (b) The Fund Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after the settlement date for each month endredemption of Shares. (c) Except as specified in Sections 8 and 10(a) of this Agreement), the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Fund's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund Trust shall be responsible and assumes the obligation for payment of all its expensesthe expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund Trust shall bear the cost and expenses (i) of the registration of its the Shares for sale under the Securities Act; (ii) of the registration or qualification of its the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundTrust, or its Series the Funds or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the FundTrust and the Distributor pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Fund Trust decides to discontinue registration or qualificationqualification pursuant to Section 6(c) hereof. The Distributor shall pay all expenses relating to the Distributor's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the DistributorForum's services in connection with the distribution of Shares of the each Fund and each Class thereof, the Distributor Forum shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the FundTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the FundTrust, the distribution service fees with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") Plan is effective (the "Distribution Fee"); and (iv) from the FundTrust, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund Trust grants and transfers to the Distributor Forum a general unperfected lien and security interest in any and all securities and other assets of the a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed the Distributor Forum by the Fund Trust under this Agreement. (b) The Fund Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor Forum as promptly as possible after the settlement date for each month endredemption of Shares. (c) Except as specified in Sections 8 and 10(a) of this Agreement), the Distributor Forum shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor Forum pursuant to this Agreement. The Distributor Forum may receive compensation from the Fund's investment advisorsNewBridge Partners, other service providers or their respective affiliates LLC (collectively, the "AdvisorAdviser") for its services hereunder or for additional services all as may be agreed to between the Advisor Adviser and the DistributorForum. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor Forum receives compensation from the Advisor Adviser that is disclosed to the Board, the Fund Trust will indemnify, defend and hold each Distributor Forum Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund Trust shall be responsible and assumes the obligation for payment of all its expensesthe expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund Trust shall bear the cost and expenses (i) of the registration of its the Shares for sale under the Securities Act; (ii) of the registration or qualification of its the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundTrust, or its Series the Funds or the Classes thereof (but not the DistributorForum) as an issuer or as a broker or dealer, in such States as shall be selected by the FundTrust and Forum pursuant to Section 6(C) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Fund Trust decides to discontinue registration or qualificationqualification pursuant to Section 6(c) hereof. The Distributor Forum shall pay all expenses relating to the DistributorForum's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the Distributor's services in connection with the distribution of Shares of the each Fund and each Class thereof, the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Fundapplicable Company, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Fundapplicable Company, the distribution service fees with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") is effective (the "Distribution Fee"); and (iv) from the Fundapplicable Company, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A (the "Service Fee"). The Distribution Fee and Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The Fund Each Company grants and transfers to the Distributor a general unperfected lien and security interest in any and all securities and other assets of the Company's Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Service Fees owed the Distributor by the Fund Company under this Agreement. (b) The Fund Each Company shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after the settlement date for each month endredemption of Shares. (c) Except as specified in Sections 8 and 10(a) of this Agreement), the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the a Fund's investment advisorsadviser, other service providers or their respective affiliates (collectively, the "AdvisorAdviser") for its services hereunder or for additional services all as may be agreed to between the Advisor Adviser and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor Adviser that is disclosed to the BoardBoard of a Company, the Fund Company will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund Each Company shall be responsible and assumes the obligation for payment of all its expensesthe expenses of the Company's Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund A Company shall bear the cost and expenses (i) of the registration of its Shares for sale under the Securities Act; (ii) of the registration or qualification of its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundCompany, or its Series the Funds or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the FundCompany and the Distributor pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Fund Company decides to discontinue registration or qualificationqualification pursuant to Section 6(c) hereof. The Distributor shall pay all expenses relating to the Distributor's broker-dealer qualification.