Common use of Distribution Services Clause in Contracts

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expenses b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the Fund, all legally permissible actions that, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore therefor at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts which shall be applied to the Fund’s 12b-1 eligible distribution expensesnet asset value of the Shares then in effect. b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. The Distributor Distributor, in light of Fund policies, procedures and disclosure documents, shall also have the right to take, as agent for the Fund, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore therefor at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts which shall be applied to the Fund’s 12b-1 eligible distribution expensesnet asset value of the Shares then in effect plus any applicable sales loads. b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. The Distributor Distributor, in light of Fund policies, procedures and disclosure documents, shall also have the right to take, as agent for the Fund, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the FundTrust, shall sell Shares to the public against orders therefore therefor at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts which shall be applied to the Fund’s 12b-1 eligible distribution expensesnet asset value of the Shares then in effect. b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund Trust or its transfer agent for registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the FundTrust, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Shares, in accordance with the Trust's policies, procedures and disclosure documents. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund Trust except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the FundTrust, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund Trust under this Agreement. f. The Distributor, as agent for the FundTrust, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The In consideration of the rights granted to the Distributor, the Distributor agrees to shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, thereunder and the laws governing the sale Blue Sky Laws of securities in the various states ("Blue Sky Laws"):states: a. The DistributorDistributor shall use all reasonable efforts, as agent consistent with its other businesses, to secure purchasers for Shares of the Fund. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The Distributor agrees to use all reasonable efforts to ensure that taxpayer identification numbers provided for shareholders of the Fund are correct. The Distributor shall have no obligation to sell any specific number of Shares. b. Except as otherwise noted in the Fund's current prospectus (the "Prospectus") or statement of additional information (the "SAI") with respect to each Series, shall sell all Shares sold to investors by the public against orders therefore Distributor will be sold at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor public offering price for all accepted subscriptions will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expenses b. The net asset value of the Shares shall be per Share, plus any applicable sales charge on such Shares, determined in the manner provided described in the then Fund's current Prospectus and Statement of Additional Informationor SAI with respect to the applicable Series. The Fund shall in all cases receive not less than the net asset value per Share on all sales. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. The Distributor Distributor, in light of Fund policies, procedures and disclosure documents, shall also have the right to take, as agent for the Fund, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Subject to the supervisory authority of the Trustees, and on such terms as are authorized by the Fund, the Distributor in its discretion may negotiate and enter into selling dealer agreements with selected dealers and others (including other financial institutions) ("Selling Dealers") for the provision of distribution services related to the sale of Shares as well as other shareholder services as agreed by affected parties. The Distributor will act only as principal in entering into such selling dealer agreements. f. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. g. The Distributor, or the Distributor's designated agents, as agent for the Fund, shall may provide instructions to the Fund's transfer agent to repurchase Shares at such prices and upon such terms and conditions as shall be specified in the ProspectusProspectus and SAI. In addition to the services described above, the Distributor will provide services including recommendations and assistance in the production of marketing, advertising and promotional materials for the sale of Shares and in a timely manner will review them for compliance with applicable regulatory requirements and submit them for required regulatory review and approval with the appropriate regulatory agencies. h. The Distributor shall provide services, including recommendations and assistance, in the production of marketing, advertising and promotional materials for the sale of Shares and in a timely manner will review such materials for compliance with applicable regulatory requirements and submit them for required regulatory review and approval with the appropriate regulatory agencies.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore at the public offering price, as determined in accordance with the Fund’s 's then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 's 12b-1 eligible distribution expenses b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the Fund, all legally permissible actions that, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the FundTrust, shall sell Shares to the public against orders therefore therefor at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts which shall be applied to the Fund’s 12b-1 eligible distribution expensesnet asset value of the Shares then in effect. b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund Trust or its transfer agent for registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the FundTrust, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund Trust except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the FundTrust, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund Trust under this Agreement. f. The Distributor, as agent for the FundTrust, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore therefor at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expenses b. The net asset value of the Shares which shall be determined as set forth in the manner provided in the then current Prospectus and Statement of Additional Information. Prospectus. b. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the Fund, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" of the Distributor from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Fund Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the Fund, shall sell Fund Shares to the public against orders therefore therefor at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts which shall be applied to the Fund’s 12b-1 eligible distribution expensesnet asset value of the Shares then in effect. b. The net asset value of the Fund Shares shall be determined in the manner provided in the then current Fund Prospectus and Statement of Additional Information. The net asset value of the Fund Shares shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund Trust or its transfer agent for registration of the Fund Shares purchased. d. The Distributor shall also have the right to take, as agent for the FundTrust, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Fund Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" of the Distributor from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not not, for its own account account, purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Trust on behalf of the Fund under this Agreement. f. The Distributor, as agent for the Trust with respect to the Fund, shall repurchase Fund Shares at such prices and upon such terms and conditions as shall be specified in the Fund's Prospectus.

Distribution Services. 3.1. Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Trust’s effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below); provided, however, that Distributor will not make any sales in violation of the selling restrictions as stated in the Registration Statement for any Fund. 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The Distributor “public offering price” for the Shares of each Fund shall sell and repurchase be the respective net asset value (“NAV”) of the Shares as of that Fund then in effect, plus any applicable sales charge determined in the manner set forth below; subject to in the registration requirements of Registration Statement or as permitted by the 1933 1940 Act and the rules and regulations thereunderpromulgated by the U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, and the laws governing the sale of securities in the various states Inc. ("Blue Sky Laws"):“FINRA”). a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information3.5. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expenses b. The net asset value NAV of the Shares of each Fund shall be determined in the manner provided in the then current Prospectus Registration Statement, and Statement of Additional Informationwhen determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value NAV per Share as calculated. c. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, the Distributor shall will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the Fund, all legally permissible actions that, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The 3.8. Distributor, as agent of and for the Fundaccount of the Trust, shall may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the ProspectusRegistration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. The Distributor shall sell and repurchase Shares of the Portfolios as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the FundCompany, shall sell Portfolio Shares to the public against orders therefore therefor at the public offering price, price as determined in accordance with the Fund’s each Portfolio's then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expenses. b. The net asset value of the a Portfolio's Shares shall be determined in the manner provided in the that Portfolio's then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund Company or by another entity on behalf of the FundCompany. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund Company or its transfer agent for registration of the Portfolio Shares purchased. d. The Distributor shall also have the right to take, as agent for the FundPortfolios, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Portfolio Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any Portfolio securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund Portfolio except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the FundPortfolio, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund Portfolio under this Agreement. f. The Distributor, as agent for the FundPortfolio, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Portfolio's Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, subject to applicable federal and state laws and the Master Trust Agreement and By-Laws, agrees to sell the Shares from time to time during the term of this Agreement upon the terms described in the Registration Statement. b. The public offering price of the Shares of each Portfolio (and, with respect to each Portfolio offering multiple classes of Shares, the Shares of each class of such Portfolio) shall be the respective net asset value of the Shares of the Portfolio as agent for next determined by the Fund, shall sell Shares to the public against orders therefore Trust following receipt of an order at the public offering priceDistributor's principal office plus the applicable initial sales charge, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expensesif any. b. c. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. d. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund Trust or its transfer agent for registration of the Shares purchased. d. . The Distributor is authorized to collect the gross proceeds derived from the sale of Shares, remit the net asset value thereof to the Trust upon receipt of the proceeds, and retain any initial sales charge less any reallowance paid to dealers (the "Net Sales Charges"). The Distributor, in light of Trust policies, procedures and disclosure documents, shall also have the right to take, as agent for the Fund, take all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Shares. The Distributor in its discretion may enter into agreements to sell Shares to such registered and qualified retail dealers as it may select at the public offering price less the reallowance established in the Prospectus. In making agreement with such dealers, the Distributor shall act only as principal and not as agent for the Trust. e. The Distributor, for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement (the "Repurchase Price"). Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. At the end of each business day, the Distributor shall notify the Trust and the Trust's transfer agent of the number of shares redeemed, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice, the Trust shall pay the Distributor the Repurchase Price in cash or in the form of a credit against monies due the Trust from the Distributor as proceeds from the sale of Shares. The Distributor will receive no commission or other renumeration for repurchasing Shares. Any contingent deferred sales charge shall be paid to the Adviser as repayment for financing the payment of the sales commission for such shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to receive and transmit promptly to the Trust's transfer agent, shareholder and dealer requests for redemption of Shares. f. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund Trust except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the FundTrust, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund Trust under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore therefor at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts which shall be applied to the Fund’s 12b-1 eligible distribution expensesnet asset value of the Shares. b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. The Distributor Distributor, in light of Fund policies, procedures and disclosure documents, shall also have the right to take, as agent for the Fund, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities activities, which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore at the public offering price, as determined in accordance with the Fund’s 's then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expenses. b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share share as calculatedcalculated unless the Distributor, or its subsidiary, acts as the Fund's accounting service provider pursuant to a separate agreement. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the Fund, all legally permissible actions that, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("“Blue Sky Laws"”): a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expenses b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the Fund, all legally permissible actions that, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "“affiliated person" ” from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. 3.1. Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Trust’s effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. Unified Distribution AgreementDecember 19, 2018 Page 1 of 18 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below). 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The Distributor “public offering price” for the Shares of each Fund shall sell and repurchase be the respective net asset value (“NAV”) of the Shares as of that Fund then in effect, plus any applicable sales charge determined in the manner set forth below; subject to in the registration requirements of Registration Statement or as permitted by the 1933 1940 Act and the rules and regulations thereunderpromulgated by the U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, and the laws governing the sale of securities in the various states Inc. ("Blue Sky Laws"):“FINRA”). a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information3.5. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expenses b. The net asset value NAV of the Shares of each Fund shall be determined in the manner provided in the then current Prospectus Registration Statement, and Statement of Additional Informationwhen determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value NAV per Share as calculated. c. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, the Distributor shall will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the Fund, all legally permissible actions that, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The 3.8. Distributor, as agent of and for the Fundaccount of the Trust, shall may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the ProspectusRegistration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials. Unified Distribution AgreementDecember 19, 2018 Page 2 of 18 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, subject to applicable federal and state laws and the Master Trust Agreement and By-Laws, agrees to sell the Shares from time to time during the term of this Agreement upon the terms described in the Registration Statement. b. The public offering price of the Shares of each Portfolio (and, with respect to each Portfolio offering multiple classes of Shares, the Shares of each class of such Portfolio) shall be the respective net asset value of the Shares of the Portfolio as agent for next determined by the Fund, shall sell Shares to the public against orders therefore Fund following receipt of an order at the public offering priceDistributor's principal office plus the applicable initial sales charge, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expensesif any. b. c. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. d. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. . The Distributor is authorized to collect the gross proceeds derived from the sale of Shares, remit the net asset value thereof to the Fund upon receipt of the proceeds, and retain any initial sales charge less any reallowance paid to dealers (the "Net Sales Charges"). The Distributor, in light of Fund policies, procedures and disclosure documents, shall also have the right to take, as agent for the Fund, take all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Shares. The Distributor in its discretion may enter into agreements to sell Shares to such registered and qualified retail dealers as it may select at the public offering price less the reallowance established in the Prospectus. In making agreement with such dealers, the Distributor shall act only as principal and not as agent for the Fund. e. The Distributor, for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement (the "Repurchase Price"). Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. At the end of each business day, the Distributor shall notify the Fund and the Fund's transfer agent of the number of shares redeemed, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice, the Fund shall pay the Distributor the Repurchase Price in cash or in the form of a credit against monies due the Fund from the Distributor as proceeds from the sale of Shares. The Distributor will receive no commission or other renumeration for repurchasing Shares. Any contingent deferred sales charge shall be paid to the Advisor(s) as repayment for financing the payment of the sales commission for such shares. The Fund reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to receive and transmit promptly to the Fund's transfer agent, shareholder and dealer requests for redemption of Shares. f. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("“Blue Sky Laws"”): a. The Distributor, as agent for the FundTrust, shall sell Shares to the public against orders therefore at the public offering price, as determined in accordance with the FundTrust’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the FundTrust’s 12b-1 eligible distribution expenses. b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund Trusts or its transfer agent for registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the FundTrust, all legally permissible actions that, in the Distributor's ’s judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "“affiliated person" ” from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund Trust except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the FundTrust, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund Trust under this Agreement. f. The Distributor, as agent for the FundTrust, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, subject to applicable federal and state laws and the Master Trust Agreement and By-Laws, agrees to sell the Shares from time to time during the term of this Agreement upon the terms described in the Registration Statement. b. The public offering price of the Shares of each Portfolio (and, with respect to each Portfolio offering multiple classes of Shares, the Shares of each class of such Portfolio) shall be the respective net asset value of the Shares of the Portfolio as agent for next determined by the Fund, shall sell Shares to the public against orders therefore Fund following receipt of an order at the public offering priceDistributor's principal office plus the applicable initial sales charge, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expensesif any. b. c. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. d. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. . The Distributor is authorized to collect the gross proceeds derived from the sale of Shares, remit the net asset value thereof to the Fund upon receipt of the proceeds, and retain any initial sales charge less any reallowance paid to dealers (the "Net Sales Charges"). The Distributor, in light of Fund policies, procedures and disclosure documents, shall also have the right to take, as agent for the Fund, take all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Shares. The Distributor in its discretion may enter into agreements to sell Shares to such registered and qualified retail dealers as it may select at the public offering price less the reallowance established in the Prospectus. In making agreement with such dealers, the Distributor shall act only as principal and not as agent for the Fund. e. The Distributor, for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement (the "Repurchase Price"). Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. At the end of each business day, the Distributor shall notify the Fund and the Fund's transfer agent of the number of shares redeemed, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice, the Fund shall pay the Distributor the Repurchase Price in cash or in the form of a credit against monies due the Fund from the Distributor as proceeds from the sale of Shares. The Distributor will receive no commission or other renumeration for repurchasing Shares. Any contingent deferred sales charge shall be paid to the Advisor as repayment for financing the payment of the sales commission for such shares. The Fund reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to receive and transmit promptly to the Fund's transfer agent, shareholder and dealer requests for redemption of Shares. f. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. Distribution Services shall be allocated as follows: a. The Distributor agrees to sell the Shares on a best efforts basis from time to time during the term of this Agreement as agent for the Company and upon the terms described in the Registration Statement. As used in this Agreement, the term "Registration Statement" shall sell mean the currently effective registration statement of the Company, and repurchase Shares as set forth below; subject to the registration requirements of any supplements thereto, under the 1933 Act and the rules and regulations thereunder0000 Xxx. b. Upon the date of this Agreement, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the Fund, shall sell Shares Distributor will hold itself available to the public against receive purchase orders therefore at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid satisfactory to the Distributor for Shares and will accept such orders on behalf of the Company. Purchase orders shall be disbursed by deemed effective at the Distributor to i) the selling broker/dealer according to the schedule time and in the then current prospectus; and ii) manner set forth in the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expensesRegistration Statement. b. c. The net asset value offering price of the Shares shall be the net asset value per share as next determined by the Company in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund Company or by another entity on behalf of the FundCompany. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the FundCompany, all legally permissible actions that, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund Company except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the FundCompany, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund Company under this Agreement. f. The Distributor, Distributor agrees to act as agent for the Fund, shall repurchase Shares at such prices Company to receive and upon such terms and conditions as shall be specified in transmit promptly to the Prospectusfund's transfer agent shareholder requests for redemption of Shares.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the FundCorporation, shall sell Shares to the public against orders therefore therefor at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts which shall be applied to the Fund’s 12b-1 eligible distribution expensesnet asset value of the Shares then in effect, less any applicable sales charges. b. The net asset value of the Shares shall be determined in the manner provided in the then then-current relevant Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund Corporation or by another entity on behalf of the FundCorporation. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund Corporation or its transfer agent for registration of the Shares purchased. d. The Distributor Distributor, in light of Corporation policies, procedures and disclosure documents, shall also have the right to take, as agent for the FundCorporation, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund Corporation except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the FundCorporation, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund Corporation under this Agreement. f. The Distributor, as agent for the FundCorporation, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares of the Portfolio as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the FundTrust, shall sell Portfolio Shares to the public against orders therefore therefor at the public offering price, price as determined in accordance with the Fund’s Portfolio's then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expenses. b. The net asset value of the Portfolio's Shares shall be determined in the manner provided in the Portfolio's then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund Trust or its transfer agent for registration of the Portfolio Shares purchased. d. The Distributor shall also have the right to take, as agent for the FundPortfolio, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Portfolio Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any Portfolio securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund Portfolio except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the FundPortfolio, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund Portfolio under this Agreement. f. The Distributor, as agent for the FundPortfolio, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Portfolio's Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares of the Portfolios as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the FundCompany, shall sell Portfolio Shares to the public against orders therefore therefor at the public offering price, price as determined in accordance with the Fundeach Portfolio’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expenses. b. The net asset value of the a Portfolio’s Shares shall be determined in the manner provided in the that Portfolio’s then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund Company or by another entity on behalf of the FundCompany. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund Company or its transfer agent for registration of the Portfolio Shares purchased. d. The Distributor shall also have the right to take, as agent for the FundPortfolios, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary to effect the distribution of Portfolio Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any Portfolio securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund Portfolio except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the FundPortfolio, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund Portfolio under this Agreement. f. The Distributor, as agent for the FundPortfolio, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Portfolio’s Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("“Blue Sky Laws"”): a. The Distributor, as agent for the FundTrusts, shall sell Shares to the public against orders therefore at the public offering price, as determined in accordance with the Fundeach Trust’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fundeach Trust’s 12b-1 eligible distribution expenses b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund Trusts or by another entity on behalf of the FundTrusts. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund Trusts or its transfer agent for registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the FundTrusts, all legally permissible actions that, in the Distributor's ’s judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "“affiliated person" ” from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund Trusts except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the FundTrusts, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund Trusts under this Agreement. f. The Distributor, as agent for the FundTrusts, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the FundTrust, shall sell Shares to the public against orders therefore at the public offering price, as determined in accordance with the Fund’s Trust's then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s Trust's 12b-1 eligible distribution expenses b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund Trust or its transfer agent for registration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the FundTrust, all legally permissible actions that, in the Distributor's judgment, are necessary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund Trust except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the FundTrust, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund Trust under this Agreement. f. The Distributor, as agent for the FundTrust, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.

Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; , subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore therefor at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts which shall be applied to the Fund’s 12b-1 eligible distribution expensesnet asset value of the Shares then in effect. b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Addi- tional Information. The net asset value of the Shares shall be calculated calcu- lated by the Fund or by another entity on behalf of the Fund. The Distributor Dis- tributor shall have no duty to inquire into or liability for the accuracy accu- racy of the net asset value per Share as calculated. c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration reg- istration of the Shares purchased. d. The Distributor shall also have the right to take, as agent for the Fund, all legally permissible actions thatwhich, in the Distributor's judgment, are necessary neces- sary to effect the distribution of Shares. e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement. f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified speci- fied in the Prospectus.