Common use of Duties and Obligations of the Distributor Clause in Contracts

Duties and Obligations of the Distributor. To facilitate the distribution of Shares of the Funds, the Distributor will provide the following: (1) Consistent with the below guidelines and/or procedures, Distributor will enter into selling and/or servicing agreements with other financial intermediaries for the offer, sale and/or servicing of Shares of the Funds (“Dealer Agreements”). (a) Other financial intermediaries may include, but are not limited to, broker-dealers, financial institutions and other investment professionals, such as investment advisers, insurance companies, accountants and estate planning firms. (b) All Dealer Agreements shall be either in substantially the form of the agreement attached hereto as Exhibit B (“Standard Dealer Agreement”) or in a form that has been reviewed and approved by counsel for the Funds. (c) The parties agree that any modifications to the Standard Dealer Agreement that impact the Distributor or financial intermediary and not the Funds, and which do not substantially alter the financial intermediary’s obligations, are not deemed to alter substantially the form of the agreement, and thus, do not require approval by the Funds. (d) Distributor will submit any modifications to the Standard Dealer Agreement to the Funds for review and approval if such modification could be deemed to impact the Funds. (e) The parties agree that if a financial intermediary desires to use its own form agreement in lieu of the Standard Dealer Agreement (such agreement referred to herein as an “Alternate Form of Agreement”), the parties agree that Distributor may utilize such Alternative Form of Agreement; provided, however, if Distributor determines that the Alternate Form of Agreement contains provisions that place additional obligations or liabilities on the Funds that are not contemplated in the Standard Dealer Agreement, Distributor will submit the Alternate Form of Agreement to the Funds for review and approval. (f) The terms of the Dealer Agreements Distributor enters into with other financial intermediaries will require the financial intermediaries to conform to the applicable provisions of the Prospectus and Statement of Additional Information and relevant rules and regulations relating to the sale of investment company shares, including with respect to the public offering price of the Shares. (g) Notwithstanding anything in this Agreement to the contrary, Distributor will act only on its own behalf as principal in entering into Dealer Agreements with financial intermediaries. No financial intermediary which enters into a Dealer Agreement with Distributor shall be authorized to act as agent for the Funds in connection with the offering or sale of Shares to the public or otherwise. (h) To the extent that Distributor receives fees under any 12b-1 Plan (“12b-l Fees”), Distributor agrees to enter into Dealer Agreements with other financial intermediaries for the furnishing of marketing or sales services with respect to the Shares as may be permitted pursuant to such 12b-l Plan. To the extent that Distributor receives shareholder services fees under any shareholder services plan adopted by the Funds (“Service Fees”), Distributor agrees to enter into Dealer Agreements with other financial intermediaries for the furnishing of personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be permitted pursuant to such shareholder services plan. (2) Distributor shall review and provide comments on all sales literature (advertisements, brochures and shareholder communications) for each Fund. When required by rule or regulation and once approved by the applicable Fund, Distributor shall file such materials with FINRA, the SEC or other federal and state agencies or other organizations. The Funds acknowledge and agree that Distributor’s services hereunder are not, and shall not be construed as, constituting legal advice or the provision of legal services for or on behalf of the Funds or any other person. Distributor’s review of sales literature under this Section IV.A(2) is subject to the review and approval of the Funds or its counsel. (3) If requested by the Funds, Distributor agrees to prepare and deliver to the Boards of Directors of the Funds at least quarterly reports listing each financial intermediary to which Distributor pays 12b-1 Fees. Distributor agrees to provide annually such information requested by a Fund or its counsel as may reasonably be necessary for an informed determination in accordance with Rule 12b-l under the 1940 Act of whether the applicable 12b-l Plan should be implemented or continued. (4) As a Fund Member of the National Securities Clearing Corporation (“NSCC”), Distributor will establish a NSCC participant number for the Funds and will provide an interface for the Funds for trading and settling transactions through the facilities of the NSCC (“NSCC Interface”). Distributor will ensure that the Funds’ NSCC participant number is properly established and maintained.

Duties and Obligations of the Distributor. To facilitate the distribution of Shares of the Funds, the Distributor will provide the following: (1) Consistent with the below guidelines and/or procedures, Distributor will enter into selling and/or servicing agreements with other financial intermediaries for the offer, sale and/or servicing of Shares of the Funds (“Dealer Agreements”). (a) Other financial intermediaries may include, but are not limited to, broker-dealers, financial institutions and other investment professionals, such as investment advisers, insurance companies, accountants and estate planning firms. (b) All Dealer Agreements shall be either in substantially the form of the agreement attached hereto as Exhibit B A (“Standard Dealer Agreement”) or in a form that has been reviewed and approved by counsel for the FundsTrust. (c) The parties agree that any modifications to the Standard Dealer Agreement that impact the Distributor or financial intermediary and not the Trust or the Funds, and which do not substantially alter the financial intermediary’s obligations, are not deemed to alter substantially the form of the agreement, and thus, do not require approval by the FundsTrust. (d) Distributor will submit any modifications to the Standard Dealer Agreement to the Funds Trust for review and approval if such modification could be deemed to impact the Trust or the Funds. (e) The parties agree that if a financial intermediary desires to use its own form agreement in lieu of the Standard Dealer Agreement (such agreement referred to herein as an “Alternate Form of Agreement”), the parties agree that Distributor may utilize such Alternative Form of Agreement; provided, however, if Distributor determines that the Alternate Form of Agreement contains provisions that place additional obligations or liabilities on the Trust or the Funds that are not contemplated in the Standard Dealer Agreement, Distributor will submit the Alternate Form of Agreement to the Funds Trust for review and approval. (f) The terms of the Dealer Agreements Distributor enters into with other financial intermediaries will require the financial intermediaries to conform to the applicable provisions of the Prospectus and Statement of Additional Information and relevant rules and regulations relating to the sale of investment company shares, including with respect to the public offering price of the Shares. (g) Notwithstanding anything in this Agreement to the contrary, Distributor will act only on its own behalf as principal in entering into Dealer Agreements with financial intermediaries. No financial intermediary which enters into a Dealer Agreement with Distributor shall be authorized to act as agent for the Funds Trust or any Fund in connection with the offering or sale of Shares to the public or otherwise. (h) To the extent that Distributor receives fees under any 12b-1 Plan or similar arrangement permitted by applicable law under new or amended rule(s) (“12b-l 12b-1 Fees”), Distributor agrees to enter into Dealer Agreements with other financial intermediaries for the furnishing of marketing or sales services with respect to the Shares as may be permitted pursuant to such 12b-l 12b-1 Plan. To the extent that Distributor receives shareholder services fees under any shareholder services plan adopted by the Funds Trust or any Fund (“Service Fees”), Distributor agrees to enter into Dealer Agreements with other financial intermediaries for the furnishing of personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be permitted pursuant to such shareholder services plan. (2) Distributor shall review and provide comments on all sales literature (advertisements, brochures and shareholder communications) for the Trust and each Fund. When required by rule or regulation and once approved by the Trust and the applicable Fund, Distributor shall file such materials with FINRA, the SEC or other federal and state agencies or other organizations. The Funds acknowledge Trust acknowledges and agree agrees that Distributor’s services hereunder are not, and shall not be construed as, constituting legal advice or the provision of legal services for or on behalf of the Funds Trust or any other person. Distributor’s review of sales literature under this Section IV.A(2) is subject to the review and approval of the Funds Trust or its counsel. (3) If requested by the FundsTrust, Distributor agrees to prepare and deliver to the Boards Board of Directors Trustees of the Funds Trust at least quarterly reports listing each financial intermediary to which Distributor pays 12b-1 Fees. Distributor agrees to provide annually such information requested by a Fund the Trust or its counsel as may reasonably be necessary for an informed determination in accordance with Rule 12b-l 12b-1 under the 1940 Act of whether the applicable 12b-l 12b-1 Plan should be implemented or continued. (4) As a Fund Member of the National Securities Clearing Corporation (“NSCC”), Distributor will establish a NSCC participant number for the Funds Trust and will provide an interface for the Funds Trust for trading and settling transactions through the facilities of the NSCC (“NSCC Interface”). Distributor will ensure that the Funds’ Trust’s NSCC participant number is properly established and maintained.

Duties and Obligations of the Distributor. To facilitate the distribution of Shares of the Funds, the Distributor will provide the following: (1) Consistent with the below guidelines and/or procedures, Distributor will enter into selling and/or servicing agreements with other financial intermediaries for the offer, sale and/or servicing of Shares of the Funds (“Dealer Agreements”). (a) Other financial intermediaries may include, but are not limited to, broker-dealers, financial institutions and other investment professionals, such as investment advisers, insurance companies, accountants and estate planning firms. (b) All Dealer Agreements shall be either in substantially the form of the agreement attached hereto as Exhibit B (“Standard Dealer Agreement”) or in a form that has been reviewed and approved by counsel for the FundsTrust. (c) The parties agree that any modifications to the Standard Dealer Agreement that impact the Distributor or financial intermediary and not the Trust or the Funds, and which do not substantially alter the financial intermediary’s obligations, are not deemed to alter substantially the form of the agreement, and thus, do not require approval by the FundsTrust. (d) Distributor will submit any modifications to the Standard Dealer Agreement to the Funds Trust for review and approval if such modification could be deemed to impact the Trust or the Funds. (e) The parties agree that if a financial intermediary desires to use its own form agreement in lieu of the Standard Dealer Agreement (such agreement referred to herein as an “Alternate Form of Agreement”), the parties agree that Distributor may utilize such Alternative Form of Agreement; provided, however, if Distributor determines that the Alternate Form of Agreement contains provisions that place additional obligations or liabilities on the Trust or the Funds that are not contemplated in the Standard Dealer Agreement, Distributor will submit the Alternate Form of Agreement to the Funds Trust for review and approval. (f) The terms of the Dealer Agreements Distributor enters into with other financial intermediaries will require the financial intermediaries to conform to the applicable provisions of the Prospectus and Statement of Additional Information and relevant rules and regulations relating to the sale of investment company shares, including with respect to the public offering price of the Shares. (g) Notwithstanding anything in this Agreement to the contrary, Distributor will act only on its own behalf as principal in entering into Dealer Agreements with financial intermediaries. No financial intermediary which enters into a Dealer Agreement with Distributor shall be authorized to act as agent for the Funds Trust or any Fund in connection with the offering or sale of Shares to the public or otherwise. Distributor shall use its best efforts to distribute Shares of the Funds but shall not be obligated to distribute any certain number of Shares. (h) To the extent that Distributor receives fees under any 12b-1 Plan (“12b-l 12b-1 Fees”), Distributor agrees to enter into Dealer Agreements with other financial intermediaries for the furnishing of marketing or sales services with respect to the Shares as may be permitted pursuant to such 12b-l 12b-1 Plan. To the extent that Distributor receives shareholder services fees under any shareholder services plan adopted by the Funds Trust or any Fund (“Service Fees”), Distributor agrees to enter into Dealer Agreements with other financial intermediaries for the furnishing of personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be permitted pursuant to such shareholder services plan. (2) Distributor shall review and provide comments on all sales literature (advertisements, brochures and shareholder communications) for the Trust and each Fund. When required by rule or regulation and once approved by the Trust and the applicable Fund, Distributor shall file such materials with FINRA, the SEC or other federal and state agencies or other organizations. The Funds acknowledge Trust acknowledges and agree agrees that Distributor’s services hereunder are not, and shall not be construed as, constituting legal advice or the provision of legal services for or on behalf of the Funds Trust or any other person. Distributor’s review of sales literature under this Section IV.A(23(c) is subject to the review and approval of the Funds Trust or its counsel. (3) If requested by the FundsTrust, Distributor agrees to prepare and deliver to the Boards Board of Directors Trustees of the Funds Trust at least quarterly reports listing each financial intermediary to which Distributor pays 12b-1 Fees. Distributor agrees to provide annually such information requested by a Fund the Trust or its counsel as may reasonably be necessary for an informed determination in accordance with Rule 12b-l 12b-1 under the 1940 Act of whether the applicable 12b-l 12b-1 Plan should be implemented or continued. (4) As a Fund Member of the National Securities Clearing Corporation (“NSCC”), Distributor will establish a NSCC participant number for the Funds Trust and will provide an interface for the Funds Trust for trading and settling transactions through the facilities of the NSCC (“NSCC Interface”). Distributor will ensure that the Funds’ Trust’s NSCC participant number is properly established and maintained.

Duties and Obligations of the Distributor. To facilitate the distribution of Shares of the Funds, the Distributor will provide the following: (1) Consistent with the below guidelines and/or procedures, Distributor will enter into selling and/or servicing agreements with other financial intermediaries for the offer, sale and/or servicing of Shares of the Funds (“Dealer Agreements”). (a) Other financial intermediaries may include, but are not limited to, broker-dealers, financial institutions and other investment professionals, such as investment advisers, insurance companies, accountants and estate planning firms. (b) All Dealer Agreements shall be either in substantially the form of the agreement attached hereto as Exhibit B (“Standard Dealer Agreement”) or in a form that has been reviewed and approved by counsel for the FundsTrust. (c) The parties agree that any modifications to the Standard Dealer Agreement that impact the Distributor or financial intermediary and not the Trust or the Funds, and which do not substantially alter the financial intermediary’s obligations, are not deemed to alter substantially the form of the agreement, and thus, do not require approval by the FundsTrust. (d) Distributor will submit any modifications to the Standard Dealer Agreement to the Funds Trust for review and approval if such modification could be deemed to impact the Trust or the Funds. (e) The parties agree that if a financial intermediary desires to use its own form agreement in lieu of the Standard Dealer Agreement (such agreement referred to herein as an “Alternate Form of Agreement”), the parties agree that Distributor may utilize such Alternative Form of Agreement; provided, however, if Distributor determines that the Alternate Form of Agreement contains provisions that place additional obligations or liabilities on the Trust or the Funds that are not contemplated in the Standard Dealer Agreement, Distributor will submit the Alternate Form of Agreement to the Funds Trust for review and approval. (f) The terms of the Dealer Agreements Distributor enters into with other financial intermediaries will require the financial intermediaries to conform to the applicable provisions of the Prospectus and Statement of Additional Information and relevant rules and regulations relating to the sale of investment company shares, including with respect to the public offering price of the Shares. (g) Notwithstanding anything in this Agreement to the contrary, Distributor will act only on its own behalf as principal in entering into Dealer Agreements with financial intermediaries. No financial intermediary which enters into a Dealer Agreement with Distributor shall be authorized to act as agent for the Funds Trust or any Fund in connection with the offering or sale of Shares to the public or otherwise. (h) To the extent that Distributor receives fees under any 12b-1 Plan or similar arrangement permitted by applicable law under new or amended rule(s) (“12b-l 12b-1 Fees”), Distributor agrees to enter into Dealer Agreements with other financial intermediaries for the furnishing of marketing or sales services with respect to the Shares as may be permitted pursuant to such 12b-l 12b-1 Plan. To the extent that Distributor receives shareholder services fees under any shareholder services plan adopted by the Funds Trust or any Fund (“Service Fees”), Distributor agrees to enter into Dealer Agreements with other financial intermediaries for the furnishing of personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be permitted pursuant to such shareholder services plan. (2) Distributor shall review and provide comments on all sales literature (advertisements, brochures and shareholder communications) for the Trust and each Fund. When required by rule or regulation and once approved by the Trust and the applicable Fund, Distributor shall file such materials with FINRA, the SEC or other federal and state agencies or other organizations. The Funds acknowledge Trust acknowledges and agree agrees that Distributor’s services hereunder are not, and shall not be construed as, constituting legal advice or the provision of legal services for or on behalf of the Funds Trust or any other person. Distributor’s review of sales literature under this Section IV.A(2) is subject to the review and approval of the Funds Trust or its counsel. (3) If requested by the FundsTrust, Distributor agrees to prepare and deliver to the Boards Board of Directors Trustees of the Funds Trust at least quarterly reports listing each financial intermediary to which Distributor pays 12b-1 Fees. Distributor agrees to provide annually such information requested by a Fund the Trust or its counsel as may reasonably be necessary for an informed determination in accordance with Rule 12b-l 12b-1 under the 1940 Act of whether the applicable 12b-l 12b-1 Plan should be implemented or continued. (4) As a Fund Member of the National Securities Clearing Corporation (“NSCC”), Distributor will establish a NSCC participant number for the Funds Trust and will provide an interface for the Funds Trust for trading and settling transactions through the facilities of the NSCC (“NSCC Interface”). Distributor will ensure that the Funds’ Trust’s NSCC participant number is properly established and maintained.