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

Duties and Obligations of the Distributor. (a) The Distributor will act on behalf of the Trust for the distribution of the Shares covered by the Registration Statement under the 1933 Act and provide the distribution services outlined below and as follows: (i) preparation and execution of sales or servicing agreements, (ii) preparation of quarterly 12b-l Reports to the Board, (iii) literature review, recommendations and submission to FINRA. (b) The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. To the extent that the Distributor receives fees under any plan adopted by the Trust pursuant to Rule I2b-1 under the 1940 Act, the Distributor agrees to furnish and/or enter into arrangements with others for the furnishing of marketing or sales services with respect to the Shares as may be required pursuant to such plan. To the extent that the Distributor receives shareholder services fees under any services plan adopted by the Trust, the Distributor agrees to furnish and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services with respect to the relevant shareholders of the Trust as may be required pursuant to such plan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Prospectus, with respect to the public offering price of the Shares, and the Distributor shall not cause the Trust to withhold the placing of purchase orders so as to make a profit thereby. (c) The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Trust’s Prospectus and Statement of Additional Information and such other materials as the Trust shall provide or approve in writing. The Trust agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other materials which the Trust intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Trust may agree that any such material does not need to be filed subsequent to distribution. In addition, the Trust agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor. (d) The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Trust. The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. (e) No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current Prospectus as required by Section 5(b)(2) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem Shares tendered for redemption by any shareholder in accordance with the provisions of the Trust’s Registration Statement, trust instrument, or bylaws.

Duties and Obligations of the Distributor. (a) The Distributor will act on behalf of the Trust for the distribution of the Shares covered by the Registration Statement under the 1933 Act and provide the distribution services outlined below and as follows: (i) preparation and execution of sales or servicing agreements, (ii) preparation of quarterly 12b-l Reports to the Board, (iii) literature review, recommendations and submission to FINRA. (b1) The Distributor agrees to act as agent of the Fund for distribution of the Shares, upon the terms and at the current offering price (plus sales charge, if any) described in the Registration Statement. (2) During the public offering of Shares of the Fund, the Distributor shall use commercially reasonable efforts to distribute the Shares. All orders for Shares shall be made through financial intermediaries or directly to the Fund, or its designated agent. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. The Fund or its designated agent will confirm orders and subscriptions upon receipt will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Shares in book entry form. (3) The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Fund 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. (4) The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations regarding the Fund other than as contained in the Registration Statement and any sales literature and advertising materials specifically approved by the Fund. (5) The Distributor agrees to solicit orders review all proposed advertising materials and sales literature for the sale of the Shares compliance with applicable laws and will undertake such regulations, and shall file with appropriate regulators those advertising materials and promotion as sales literature it believes reasonable are in connection compliance with such solicitationlaws and regulations. To the extent that the Distributor receives fees under any plan adopted by the Trust pursuant to Rule I2b-1 under the 1940 Act, the The Distributor agrees to furnish and/or enter into arrangements with others for to the furnishing of marketing or sales services Fund any comments provided by regulators with respect to the Shares as may be required pursuant to such plan. To the extent that the Distributor receives shareholder services fees under any services plan adopted by the Trust, the Distributor materials. (6) The Fund agrees to furnish and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services with respect to the relevant redeem or repurchase Shares tendered by shareholders of the Trust as may be required pursuant to such plan. It is contemplated that Fund in accordance with the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firmsFund’s obligations in the Registration Statement. The Distributor will require each dealer with whom Fund reserves the Distributor has a selling agreement right to conform suspend such repurchase right upon written notice to the applicable provisions of the Prospectus, with respect to the public offering price of the Shares, and the Distributor shall not cause the Trust to withhold the placing of purchase orders so as to make a profit thereby. (c) The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Trust’s Prospectus and Statement of Additional Information and such other materials as the Trust shall provide or approve in writing. The Trust agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other materials which the Trust intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Trust may agree that any such material does not need to be filed subsequent to distribution. In addition, the Trust agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor. (d7) The Distributor will transmit any orders received by it for purchase or redemption may, in its discretion, and shall, at the request of the Fund, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such Financial Intermediaries may sell Shares to of the transfer agent for Fund. The form of any dealer agreement shall be approved by the TrustFund. The Distributor will have no liability for shall not be obligated to make any payments to the Financial Intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the Fund and (ii) such corresponding payment has been approved by the each Fund’s Board. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the purchase forfeiture by them of Shares sold pursuant to this Agreement any sales charge or discount with respect to redemptions Shares sold by them and redeemed, repurchased or repurchases tendered for redemption within seven business days after the date of confirmation of such purchases. (8) The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares. (e9) No Shares The Distributor shall prepare reports for the Directors or Managers of the Fund, as applicable, regarding its activities under this Agreement as from time to time shall be offered reasonably requested by either the Directors or Managers. (10) The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Fund, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor or the Trust under of any of its responsibilities hereunder. (11) The services furnished by the provisions of this Agreement Distributor hereunder are not to be deemed exclusive and no orders for the purchase or sale of Shares hereunder Distributor shall be accepted by the Trust if and free to furnish similar services to others so long as effectiveness its services under this Agreement are not impaired thereby. (12) Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction or to maintain its registration in any jurisdiction in which it is now registered. (13) The Distributor shall bear the expenses of registration or qualification of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long Distributor as a current Prospectus as required by Section 5(b)(2) dealer or broker under federal or state laws and the expenses of the 1933 Act is continuing such registration or qualification. The Distributor does not on file with the SEC; provided, however, that nothing contained in this paragraph shall in assume responsibility for any way restrict or have any application to or bearing upon the Trust’s obligation to redeem Shares tendered for redemption by any shareholder in accordance with the provisions of the Trust’s Registration Statement, trust instrument, or bylawsexpenses not expressly assumed hereunder.