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

Duties and Obligations of the Trust. (a) The Trust represents to the Distributor that all Registration Statements and Prospectuses filed by the Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Trust represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. The Trust authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Shares. (b) The Trust represents and warrants to the Distributor that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Act. (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 relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems it advisable to accept such orders and to make such sales, and the Trust advises the Distributor promptly of such determination. (e) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may request. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall the Distributor in writing of any changes to the information contained in the previous notification.

Duties and Obligations of the Trust. (a) The Trust represents and warrants to PFPC Distributors that the Distributor Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 0000 Xxx. (b) The Trust represents to PFPC Distributors that all Registration Statements and Prospectuses filed by the Trust or any Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust or any Fund by the Distributor PFPC Distributors or any affiliate of the Distributor PFPC Distributors expressly for use in the Registration Statement, the Trust represents and warrants to the Distributor PFPC Distributors that any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s PFPC Distributors’ counsel, be necessary or advisable. The Distributor PFPC Distributors shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor PFPC Distributors to do so, the Distributor PFPC Distributors may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. The Trust authorizes the Distributor PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Shares. (b) The Trust represents and warrants to the Distributor that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Act. (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 relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems or Fund deem it advisable to accept such orders and to make such sales, and the Trust or Fund advises the Distributor PFPC Distributors promptly of such determination. (e) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor PFPC Distributors may requestdesignate. The Trust shall notify the Distributor PFPC Distributors in writing of the states in which the Shares may be sold and shall the Distributor notify PFPC Distributors in writing of any changes to the information contained in the previous notification. (f) In connection with Trust RRs, the Trust agrees to provide, or direct the Fund’s sponsor, advisor or other affiliate to provide, the following services: (i) Identify persons that will become Trust RRs and assist PFPC Distributors in ascertaining that such persons meet all requirements established for being registered with the SEC, NASD and relevant state securities commissions; (ii) Provide Supervisory Principals, who are responsible for the day—to—day supervision of the activities of the Trust RRs and to ensure compliance with the Securities Laws, including, but not limited to, the NASD’s Rules of Conduct, and the policies and procedures of PFPC Distributors; (iii) Report complaints, arbitrations or litigation involving Trust RRs to PFPC Distributors and consult with PFPC Distributors concerning the manner in which such complaints, arbitrations or litigation will be addressed; (iv) Provide PFPC Distributors with copies of, or access to, any documents that PFPC Distributors may reasonably request in connection with the services it provides in connection with the Trust RRs and notify PFPC Distributors as soon as possible of any matter materially affecting PFPC Distributors’ performance of services in connection with the Trust RRs; and (v) Ensure that Trust RRs are set up on PFPC Distributors email retention and archival system in order for PFPC Distributors to capture and retain all incoming, outgoing and internal electronic communications by the Trust RRs. (g) The Trust represents and warrants that it will not issue Shares of Funds that are not in compliance with the applicable conditions and qualifications set forth in Rule 2830 of the Conduct Rules of the NASD, as amended from time to time, which enable a member of the NASD to offer or sell shares of the Funds. (h) The Trust represents and warrants that it will comply with all prohibitions on transactions with affiliates of PFPC Distributors as outlined in Sections 12 and 17 of the 1940 Act.

Duties and Obligations of the Trust. (a) The Trust represents to the Distributor PFPC Distributors that all Registration Statements and Prospectuses filed by the Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor PFPC Distributors or any affiliate of the Distributor PFPC Distributors expressly for use in the Registration Statement, the Trust represents and warrants to the Distributor PFPC Distributors that any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s PFPC Distributors' counsel, be necessary or advisable. The Distributor PFPC Distributors shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor PFPC Distributors to do so, the Distributor PFPC Distributors may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s 's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. The Trust authorizes the Distributor PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Shares. (b) The Trust represents and warrants to the Distributor PFPC Distributors that the Trust is an a series of investment company registered under the 1940 Act and the Shares sold by each Fund Series are, and will be, registered under the 1933 Act. (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 relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems it advisable to accept such orders and to make such sales, and the Trust advises the Distributor PFPC Distributors promptly of such determination. (e) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor PFPC Distributors may requestdesignate. The Trust shall notify the Distributor PFPC Distributors in writing of the states in which the Shares may be sold and shall the Distributor notify PFPC Distributors in writing of any changes to the information contained in the previous notification.

Duties and Obligations of the Trust. (a) The Trust represents and warrants to Distributor that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 0000 Xxx. (b) The Trust represents to Distributor that all Registration Statements and Prospectuses filed by the Trust or any Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the . (c) Trust represents and warrants to the Distributor Distributor: (i) that any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; ; (ii) that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and and (iii) that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. . (d) The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. . (e) The Trust authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Shares. (bf) The Trust represents and warrants Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement as, in the light of future developments, may, in the opinion of the Distributor’s counsel, be necessary or advisable. Distributor that shall promptly notify the Trust is an investment company registered under of any advice given to it by its counsel regarding the 1940 Act and necessity or advisability of amending or supplementing such Registration Statement. If the Shares sold Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by each Fund arethe Trust of a written request from Distributor to do so, and will beDistributor may, registered under the 1933 Actat its option, terminate this Agreement. (cg) The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems or Fund deem it advisable to accept such orders and to make such sales, and the Trust or Fund advises the Distributor promptly of such determination. (e) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may requestTrust determines. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall the notify Distributor in writing of any changes to the information contained in the previous notification. (f) The Trust agrees to furnish 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 any sales of Shares in adequate time for Distributor to review and file such materials with the proper authorities before they are put in use. 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 Distributor. (g) The Trust represents and warrants that it will not issue Shares of Funds that are not in compliance with the applicable conditions and qualifications set forth in NASD Rule 2830 of the Rules of FINRA, as amended from time to time, which enable a member of FINRA to offer or sell investment company securities. (h) The Trust represents and warrants that it will comply with all 1940 Act restrictions or prohibitions on transactions with Distributor and any of its Affiliates (which include, without limitation, PFPC Inc., BlackRock, Inc. and The PNC Financial Services Group, Inc.). The Trust agrees to provide advance notice to Distributor of any transactions it intends to engage in with Affiliates of Distributor.

Duties and Obligations of the Trust. (a) The Trust represents and warrants to Distributor that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 0000 Xxx. (b) The Trust represents to Distributor that all Registration Statements and Prospectuses filed by the Trust or any Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the . (c) The Trust represents and warrants to the Distributor Distributor: (i) that any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; ; (ii) that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and and (iii) that no Registration Statement Statement, when such Registration Statement becomes effective effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. . (d) The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable advance notice thereof in advancethereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. . (e) The Trust authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale distribution of the Shares. (bf) The Distributor may but shall not be obligated to propose from time to time such amendments or supplements to any Registration Statement as Distributor may deem to be necessary or advisable. Distributor may, but shall not be obligated to, at its option, terminate this Agreement if, within fifteen days after the Trust’s receipt of any such proposal from Distributor, the Trust represents and warrants has not (i) prepared such amendment and/or supplement, or (ii) provided to Distributor an opinion of counsel to the Trust, in a form satisfactory to Distributor and on which Distributor may rely, indicating that the Trust such amendment and/or supplement is an investment company registered not necessary or advisable under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Actapplicable law. (cg) The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (dh) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust or Fund deems it advisable to accept such orders and to make such sales, and the . The Trust advises the or Fund shall advise Distributor promptly of any determination to decline to accept orders for or make sales of the Shares, and shall advise Distributor promptly of any subsequent determination to accept such determinationorders and make such sales. (ei) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may requestTrust determines. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall the notify Distributor promptly in writing of any changes to the information contained in the previous notification. (j) The Trust agrees to furnish 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 any sales of Shares in adequate time for Distributor to review and file such materials with the proper authorities before they are put in use. 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 Distributor. (k) The Trust acknowledges and agrees that the NSCC participant number established and maintained by the Distributor on behalf of the Trust is for use by the Trust or its transfer agent, and that Distributor is not an agent of the Trust for NSCC purposes. The Trust agrees that it will comply, or cause its transfer agent to comply, with the rules of the NSCC in the use of the Distributor’s NSCC membership to effect transactions in Shares. (l) The Trust represents and warrants that it will not issue Shares of Funds that are not in compliance with the applicable conditions and qualifications set forth in NASD Rule 2830 of the Rules of FINRA, as amended from time to time, which enables a member of FINRA to offer or sell investment company securities. (m) The Trust represents and warrants that it will comply with all 1940 Act restrictions or prohibitions on transactions with Distributor and any of its Affiliates, which include transactions with PFPC Inc., BlackRock, Inc. and The PNC Financial Services Group, Inc. and any subsidiaries thereof. The Trust agrees to provide advance notice to Distributor of any transactions it intends to engage in with Affiliates of Distributor. (n) The Trust undertakes generally to comply with all applicable requirements of the Securities Laws and all laws, rules and regulations of governmental authorities having jurisdiction over it.

Duties and Obligations of the Trust. (a) The Trust represents and warrants to Distributor that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 0000 Xxx. (b) The Trust represents to Distributor that all Registration Statements and Prospectuses filed by the Trust or any Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the . (c) The Trust represents and warrants to the Distributor Distributor: (i) that any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; ; (ii) that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and and (iii) that no Registration Statement Statement, when such Registration Statement becomes effective effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. . (d) The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable advance notice thereof in advancethereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. . (e) The Trust authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale distribution of the Shares. (bf) The Distributor may but shall not be obligated to propose from time to time such amendments or supplements to any Registration Statement as Distributor may deem to be necessary or advisable. Distributor may, but shall not be obligated to, at its option, terminate this Agreement if, within fifteen days after the Trust’s receipt of any such proposal from Distributor, the Trust represents and warrants has not (i) prepared such amendment and/or supplement, or (ii) provided to Distributor an opinion of counsel to the Trust, in a form satisfactory to Distributor and on which Distributor may rely, indicating that the Trust such amendment and/or supplement is an investment company registered not necessary or advisable under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Actapplicable law. (cg) The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (dh) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust or Fund deems it advisable to accept such orders and to make such sales, and the . The Trust advises the or Fund shall advise Distributor promptly of any determination to decline to accept orders for or make sales of the Shares, and shall advise Distributor promptly of any subsequent determination to accept such determinationorders and make such sales. (ei) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may requestTrust determines. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall the notify Distributor promptly in writing of any changes to the information contained in the previous notification. (j) The Trust agrees to furnish 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 any sales of Shares in adequate time for Distributor to review and, if required, file such materials with the proper authorities, before they are put in use. Distributor and the Trust may agree that any such material (i) may be filed after first use; or (ii) does not need to be filed at any time. 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 Distributor. (k) The Trust acknowledges and agrees that the NSCC participant number established and maintained by the Distributor on behalf of the Trust is for use by the Trust or its transfer agent, and that Distributor is not an agent of the Trust for NSCC purposes. The Trust agrees that it will comply, or cause its transfer agent to comply, with the rules of the NSCC in the use of the Distributor’s NSCC membership to effect transactions in Shares. (l) The Trust represents and warrants that it will not issue Shares of Funds that are not in compliance with the applicable conditions and qualifications set forth in NASD Rule 2830 of the Rules of FINRA, as amended from time to time, which enables a member of FINRA to offer or sell investment company securities. (m) The Trust represents and warrants that it will comply with all 1940 Act restrictions or prohibitions on transactions with Distributor and any of its Affiliates, which include transactions with PFPC Inc., BlackRock, Inc. and The PNC Financial Services Group, Inc. and any subsidiaries thereof. The Trust agrees to provide advance notice to Distributor of any transactions it intends to engage in with Affiliates of Distributor. (n) The Trust undertakes generally to comply with all applicable requirements of the Securities Laws and all laws, rules and regulations of governmental authorities having jurisdiction over it.

Duties and Obligations of the Trust. (a) The Trust represents and warrants to Foreside that the Distributor Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 0000 Xxx. (b) The Trust represents to Foreside that all Registration Statements and Prospectuses filed by the Trust or any Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust or any Fund by the Distributor Foreside or any affiliate of the Distributor Foreside expressly for use in the Registration Statement, the Trust represents and warrants to the Distributor Foreside that any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor Foreside may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the DistributorForeside’s counsel, be necessary or advisable. The Distributor Foreside shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor Foreside to do so, the Distributor Foreside may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor Foreside reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. The Trust authorizes the Distributor Foreside to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Shares. (b) The Trust represents and warrants to the Distributor that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Act. (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 relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor Foreside shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems or Fund deem it advisable to accept such orders and to make such sales, and the Trust or Fund advises the Distributor Foreside promptly of such determination. (e) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor Foreside may requestdesignate. The Trust shall notify the Distributor Foreside in writing of the states in which the Shares may be sold and shall the Distributor notify Foreside in writing of any changes to the information contained in the previous notification. (f) In connection with Trust RRs, the Trust agrees to provide, or direct the Fund’s sponsor, advisor or other affiliate to provide, the following services: (i) Identify persons that will become Trust RRs and assist Foreside in ascertaining that such persons meet all requirements established for being registered with the SEC, FINRA and relevant state securities commissions; (ii) Provide Supervisory Principals, who are responsible for the day-to-day supervision of the activities of the Trust RRs and to ensure compliance with the Securities Laws, including, but not limited to, the FINRA’s Rules of Conduct, and the policies and procedures of Foreside; (iii) Report complaints, arbitrations or litigation involving Trust RRs to Foreside and consult with Foreside concerning the manner in which such complaints, arbitrations or litigation will be addressed; (iv) Provide Foreside with copies of, or access to, any documents that Foreside may reasonably request in connection with the services it provides in connection with the Trust RRs and notify Foreside as soon as possible of any matter materially affecting Foreside’s performance of services in connection with the Trust RRs; and (v) Ensure that Trust RRs are set up on Foreside email retention and archival system in order for Foreside to capture and retain all incoming, outgoing and internal electronic communications by the Trust RRs. (g) The Trust represents and warrants that it will not issue Shares of Funds that are not in compliance with the applicable conditions and qualifications set forth in Rule 2830 of the Conduct Rules of the FINRA, as amended from time to time, which enable a member of the FINRA to offer or sell shares of the Funds. (h) The Trust represents and warrants that it will comply with all prohibitions on transactions with affiliates of Foreside as outlined in Sections 12 and 17 of the 1940 Act.

Duties and Obligations of the Trust. (a) The Trust represents and warrants to Distributor that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 0000 Xxx. (b) The Trust represents to Distributor that all Registration Statements and Prospectuses filed by the Trust or any Fund with the SEC under the 1933 Act with respect to the Shares Shares, to the best of the Trust’s knowledge, have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust or any Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Trust represents and warrants to Distributor that, to the Distributor that best of the Trust’s knowledge, any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct to the best of the Trust’s knowledge when such Registration Statement becomes effective; and that that, to the best of the Trust’s knowledge, no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s ’ counsel, be necessary or advisable. The Distributor shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements that address Distributor’s concerns within fifteen thirty (30) days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. The Trust authorizes the Distributor to use any then current Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Shares. (b) The Trust represents and warrants to the Distributor that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Act. (c) The net asset value of the Shares shall be determined in the manner provided in the each then current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided in the each Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems or Fund deem it advisable to accept such orders and to make such sales, and the Trust or Fund advises the Distributor promptly of such determination. (e) The Upon approval by the Trust, the Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may requestdesignate. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall the notify Distributor in writing of any changes to the information contained in the previous notification. (f) The Trust represents and warrants that it will not issue Shares of Funds that are not in compliance with the applicable conditions and qualifications set forth in Rule 2830 of the Conduct Rules of the FINRA, as amended from time to time, which enable a member of the FINRA to offer or sell shares of the Funds. (g) The Trust represents and warrants that it will comply with all prohibitions on transactions with affiliates of Distributor as outlined in Sections 12 and 17 of the 1940 Act, in reliance on a list of affiliates of Distributor that will be provided and regularly updated by Distributor.

Duties and Obligations of the Trust. (a) The Trust represents to the Distributor PFPC Distributors that all Registration Statements and Prospectuses filed by the Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor PFPC Distributors or any affiliate of the Distributor PFPC Distributors expressly for use in the Registration Statement, the Trust represents and warrants to the Distributor PFPC Distributors that any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s PFPC Distributors' counsel, be necessary or advisable. The Distributor PFPC Distributors shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. The Trust authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Shares. (b) The Trust represents and warrants to the Distributor that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Act. (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 relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems it advisable to accept such orders and to make such sales, and the Trust advises the Distributor promptly of such determination. (e) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may request. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall the Distributor in writing of any changes to the information contained in the previous notification.or

Duties and Obligations of the Trust. (a) The Trust represents and warrants to Distributor that the Trust is an investment company which shall be registered under the 1940 Act and the Shares sold by each Fund will be registered under the 0000 Xxx. (b) The Trust represents to Distributor that all Registration Statements and Prospectuses filed by the Trust or any Fund with the SEC under the 1933 Act with respect to the Shares have been shall be prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the . (c) The Trust represents and warrants to the Distributor Distributor: (i) that any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; ; (ii) that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and and (iii) that no Registration Statement Statement, when such Registration Statement becomes effective effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. . (d) The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable advance notice thereof in advancethereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. . (e) The Trust authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale distribution of the Shares. (bf) The Distributor may but shall not be obligated to propose from time to time such amendments or supplements to any Registration Statement as Distributor may deem to be necessary or advisable. Distributor may, but shall not be obligated to, at its option, terminate this Agreement if, within fifteen days after the Trust’s receipt of any such proposal from Distributor, the Trust represents and warrants has not (i) prepared such amendment and/or supplement, or (ii) provided to Distributor an opinion of counsel to the Trust, in a form satisfactory to Distributor and on which Distributor may rely, indicating that the Trust such amendment and/or supplement is an investment company registered not necessary or advisable under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Actapplicable law. (cg) The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (dh) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust or Fund deems it advisable to accept such orders and to make such sales, and the . The Trust advises the or Fund shall advise Distributor promptly of any determination to decline to accept orders for or make sales of the Shares, and shall advise Distributor promptly of any subsequent determination to accept such determinationorders and make such sales. (ei) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may requestTrust determines. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall the notify Distributor promptly in writing of any changes to the information contained in the previous notification. (j) The Trust agrees to furnish 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 any sales of Shares in adequate time for Distributor to review and file such materials with the proper authorities before they are put in use. 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 Distributor. (k) The Trust acknowledges and agrees that the NSCC participant number established and maintained by the Distributor on behalf of the Trust is for use by the Trust or its transfer agent, and that Distributor is not an agent of the Trust for NSCC purposes. The Trust agrees that it will comply, or cause its transfer agent to comply, with the rules of the NSCC in the use of the Distributor’s NSCC membership to effect transactions in Shares. (l) The Trust represents and warrants that it will not issue Shares of Funds that are not in compliance with the applicable conditions and qualifications set forth in NASD Rule 2830 of the Rules of FINRA, as amended from time to time, which enables a member of FINRA to offer or sell investment company securities. (m) The Trust represents and warrants that it will comply with all 1940 Act restrictions or prohibitions on transactions with Distributor and any of its Affiliates, which include transactions with PNC Global Investment Servicing (U.S.) Inc., BlackRock, Inc. and The PNC Financial Services Group, Inc. and any subsidiaries thereof. The Trust agrees to provide advance notice to Distributor of any transactions it intends to engage in with Affiliates of Distributor. (n) The Trust undertakes generally to comply with all applicable requirements of the Securities Laws and all laws, rules and regulations of governmental authorities having jurisdiction over it.

Duties and Obligations of the Trust. (a) A. The Trust represents to the Distributor that all Registration Statements and Prospectuses filed by the Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate Affiliate of the Distributor expressly for use in the Registration Statement, the Trust represents and warrants to Distributor that, to the Distributor that best of the Trust’s knowledge, any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct correct, to the best of the Trust’s knowledge, when such Registration Statement becomes effective; and that that, to the best of the Trust’s knowledge, no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements supplements, or provide to Distributor an opinion of counsel to the Trust indicating that such amendment and/or supplement is not necessary under applicable law, within fifteen thirty (30) days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. The Trust authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Shares. (b) B. The Trust represents and warrants to the Distributor that the Trust is an a series of investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Act. (c) 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 relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (d) D. Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems it advisable to accept such orders and to make such sales, and the Trust advises the Distributor promptly of such determination. (e) E. The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may requestdesignate. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall the notify Distributor in writing of any changes to the information contained in the previous notification.

Duties and Obligations of the Trust. (a) The Trust represents and warrants to the Distributor that all Registration the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Act. (b) The Trust represents to Distributor that xxx Xxxxstration Statements and Prospectuses filed by the Trust or any Fund with the SEC under the 1933 Act with respect to the Shares Shares, to the best of the Trust's knowledge, have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust or any Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Trust represents and warrants to Distributor that, to the Distributor that best of the Trust's knowledge, any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct to the best of the Trust's knowledge when such Registration Statement becomes effective; and that that, to the best of the Trust's knowledge, no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a Underwriting Agreement as of January 1, 2008 Page 5 of 29 between PFPC Distributors, Inc. and HighMark Funds purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s ' counsel, be necessary or advisable. The Distributor shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements that address Distributor's concerns within fifteen thirty (30) days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s 's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. The Trust authorizes the Distributor to use any then current Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Shares. (b) The Trust represents and warrants to the Distributor that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Act. (c) The net asset value of the Shares shall be determined in the manner provided in the each then current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided in the each Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems or Fund deem it advisable to accept such orders and to make such sales, and the Trust or Fund advises the Distributor promptly of such determination. (e) The Upon approval by the Trust, the Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may requestdesignate. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall the notify Distributor in writing of any changes to the information contained in the previous notification. Underwriting Agreement as of January 1, 2008 Page 6 of 29 between PFPC Distributors, Inc. and HighMark Funds (f) The Trust represents and warrants that it will not issue Shares of Funds that are not in compliance with the applicable conditions and qualifications set forth in Rule 2830 of the Conduct Rules of the FINRA, as amended from time to time, which enable a member of the FINRA to offer or sell shares of the Funds. (g) The Trust represents and warrants that it will comply with all prohibitions on transactions with affiliates of Distributor as outlined in Sections 12 and 17 of the 1940 Act, in reliance on a list of affiliates of Distributor that will be provided and regularly updated by Distributor.

Duties and Obligations of the Trust. (a) The Trust represents to the Distributor PFPC Distributors that all Registration Statements and Prospectuses filed by the Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor PFPC Distributors or any affiliate of the Distributor expressly for use in the Registration StatementPFPC Distributors, the Trust represents and warrants to the Distributor PFPC Distributors that any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s PFPC Distributors’ counsel, be necessary or advisable. The Distributor PFPC Distributors shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor PFPC Distributors to do so, the Distributor PFPC Distributors may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. The Trust authorizes the Distributor PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Shares. The Trust shall provide reasonable advance written notice of its intent to file any amendment to any Registration Statement or supplement to any Prospectus. (b) The Trust represents and warrants to the Distributor PFPC Distributors that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Act. (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 relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems it advisable to accept such orders and to make such sales, and the Trust advises the Distributor PFPC Distributors promptly of such determination. (e) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor PFPC Distributors may request. The Trust shall notify the Distributor PFPC Distributors in writing of the states in which the Shares may be sold and shall the Distributor notify PFPC Distributors in writing of any changes to the information contained in the previous notification.

Duties and Obligations of the Trust. (a) The Trust represents and warrants to Distributor that the Trust is an investment company registered under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 0000 Xxx. (b) The Trust represents to Distributor that all Registration Statements and Prospectuses filed by the Trust or any Fund with the SEC under the 1933 Act with respect to the Shares Shares, to the best of the Trust’s knowledge, have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. . (c) Except as to information included in the Registration Statement in reliance upon information provided to the Trust or any Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Trust represents and warrants to Distributor: (i) that, to the Distributor that best of the Trust’s knowledge, any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; ; (ii) that all statements of fact contained in any such Registration Statement will be true and correct to the best of the Trust’s knowledge when such Registration Statement becomes effective; and that and (iii) that, to the best of the Trust’s knowledge, no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. . (d) The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. . (e) The Trust authorizes the Distributor to use any then current Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale distribution of the Shares. (bf) The Distributor may but shall not be obligated to propose from time to time such amendments or supplements to any Registration Statement as Distributor may deem to be necessary or advisable. Distributor shall promptly notify the Trust represents and warrants of any advice given to it regarding the necessity or advisability of amending or supplementing any Registration Statement. Distributor may, but shall not be obligated to, at its option, terminate this Agreement if, within thirty (30) days after the Trust’s receipt of any such proposal from Distributor, the Trust has not (i) prepared such amendment and/or supplement, or (ii) provided to Distributor an opinion of counsel to the Trust, in a form satisfactory to Distributor and on which Distributor may rely, indicating that the Trust such amendment and/or supplement is an investment company registered not necessary or advisable under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Actapplicable law. (cg) The net asset value of the Shares shall be determined in the manner provided in the each then current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided in the each Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (dh) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems or Fund deem it advisable to accept such orders and to make such sales, and the Trust or Fund advises the Distributor promptly of such determination. (ei) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may requestTrust determines. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall the notify Distributor promptly in writing of any changes to the information contained in the previous notification. (j) The Trust agrees to furnish 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 any sales of Shares in adequate time for Distributor to review and file such materials with the proper authorities before they are put in use. 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 Distributor. (k) The Trust acknowledges and agrees that the NSCC participant number established and maintained by the Distributor on behalf of the Trust is for use by the Trust or its transfer agent, and that Distributor is not an agent of the Trust for NSCC purposes. The Trust agrees that it will comply, or cause its transfer agent to comply, with the rules of the NSCC in the use of the Distributor’s NSCC membership to effect transactions in Shares. (l) The Trust represents and warrants that it will not issue Shares of Funds that are not in compliance with the applicable conditions and qualifications set forth in NASD Rule 2830 (of the FINRA Rules), as amended from time to time, which enables a member of FINRA to offer or sell investment company securities. The Trust represents and warrants that it will comply with all prohibitions on transactions with affiliates of Distributor as outlined in Sections 12 and 17 of the 1940 Act, in reliance on a list of affiliates of Distributor that will be provided and regularly updated by Distributor. (m) The Trust represents and warrants that it will comply with all 1940 Act restrictions or prohibitions on transactions with Distributor and any of its Affiliates. The Trust agrees to provide advance notice to Distributor of any transactions it intends to engage in with Affiliates of Distributor.

Duties and Obligations of the Trust. (a) The Trust represents and warrants to Distributor that the Trust is an investment company which shall be registered under the 1940 Act and the Shares sold by each Fund will be registered under the 1933 Act. (b) The Trust represents to Distributor that all Registration Statements and Prospectuses filed by the Trust or any Fund with the SEC under the 1933 Act with respect to the Shares have been shall be prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the . (c) The Trust represents and warrants to the Distributor Distributor: (i) that any Registration Statement, when such Registration Statement becomesbecomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; ; (ii) that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and and (iii) that no Registration Statement Statement, when such Registration Statement becomes effective effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. . (d) The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable advance notice thereof in advancethereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. . (e) The Trust authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale distribution of the Shares. (bf) The Distributor may but shall not be obligated to propose from time to time such amendments or supplements to any Registration Statement as Distributor may deem to be necessary or advisable. Distributor may, but shall not be obligated to, at its option, terminate this Agreement if, within fifteen days after the Trust’s receipt of any such proposal from Distributor, the Trust represents and warrants has not (i) prepared such amendment and/or supplement, or (ii) provided to Distributor an opinion of counsel to the Trust, in a form satisfactory to Distributor and on which Distributor may rely, indicating that the Trust such amendment and/or supplement is an investment company registered not necessary or advisable under the 1940 Act and the Shares sold by each Fund are, and will be, registered under the 1933 Actapplicable law. (cg) The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value Per per Share as calculated. (dh) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Trust or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust or Fund deems it advisable to accept such orders and to make such sales, and the . The Trust advises the or Fund shall advise Distributor promptly of any determination to decline to accept orders for or make sales of the Shares, and shall advise Distributor promptly of any subsequent determination to accept such determinationorders and make such sales. (ei) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that maybe may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may requestTrust determines. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall the notify Distributor promptly in writing of any changes to the information contained in the previous notification. (j) The Trust agrees to furnish 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 any sales of Shares in adequate time for Distributor to review and file such materials with the proper authorities before they are put in use. 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 Distributor. (k) The Trust acknowledges and agrees that the NSCC participant number established and maintained by the Distributor on behalf of the Trust is for use by the Trust or its transfer agent, and that Distributor is not an agent of the Trust for NSCC purposes. The Trust agrees that it will comply, or cause its transfer agent to comply, with the rules of the NSCC in the use of the Distributor’s NSCC membership to effect transactions in Shares. (l) The Trust represents and warrants that it will not issue Shares of Funds that are not in compliance with the applicable conditions and qualifications set forth in NASD Rule 2830 of the Rules of FINRA, as amended from time to time, which enables a member of FINRA to offer or sell investment company securities. (m) The Trust represents and warrants that it will comply with all 1940 Act restrictions or prohibitions on transactions with Distributor and any of its Affiliates, which include transactions with PNC Global Investment Servicing (U.S.) Inc., BlackRock, Inc. and The PNC Financial Services Group, Inc. and any subsidiaries thereof. The Trust agrees to provide advance notice to Distributor of any transactions it intends to engage in with Affiliates of Distributor. (n) The Trust undertakes generally to comply with all applicable requirements of the Securities Laws and all laws, rules and regulations of governmental authorities having jurisdiction over it.