Common use of DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR Clause in Contracts

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the Funds, the Distributor shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust to give any information or to make any representations other than as is contained in a Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASD. (d) The Distributor represents and warrants to the Trust that: (i) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating Agreement. (e) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds Fund upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust Fund hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the FundsFund, the Distributor shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust Fund to give any information or to make any representations other than as is contained in a the Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust Fund or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDNASD and any other applicable self-regulatory organization. (d) The Distributor will perform its duties hereunder under the supervision of and in accordance with the directives of the Board. The Distributor will perform its duties hereunder in accordance with the Fund's Organic Documents and Prospectuses and with the instructions and directions of the Board and will conform to and comply with the requirements of the 1940 Act, the Securities Act and other applicable laws. (e) The Distributor shall provide the Board with a written report of the amounts expended in connection with this Agreement as requested by the Board. (f) The Distributor represents and warrants to the Trust Fund that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust Fund if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (eg) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds each Fund upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust each Fund hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the Funds, the Distributor shall use its best efforts in all material respects duly to conform comply with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust Funds to give any information or to make any representations other than as is contained in a Fund's Prospectus the Funds' Prospectuses or any advertising materials or sales literature specifically approved in writing by the Trust Funds or its their agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDNASD and any other applicable self-regulatory organization. (d) The Distributor will perform its duties hereunder under the supervision of and in accordance with the directives of the Board. The Distributor will perform its duties hereunder in accordance with each Fund's Organizational Documents and Prospectuses and with the instructions and directions of the Board and will conform to and comply with the requirements of the 1940 Act, the Securities Act and other applicable laws. (e) The Distributor shall provide the Board with a written report of the amounts expended in connection with this Agreement as requested by the Board. (f) The Distributor shall be responsible for reviewing and making such filings, as required, of advertisements and sales literature relating to the Funds that have been furnished to the Distributor. (g) The Distributor represents and warrants to the Trust each Fund that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of MaineDelaware; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust Funds if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (eh) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable best efforts to sell Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares , but shall not be obligated to sell any specific number of Shares. The Distributor shall only sell Shares against orders therefore and will not purchase Shares from any person other than the Fund except as provided in Section 4. The services of the Distributor to the Trust each Fund hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the FundsShares, the Distributor shall use its best efforts in all material respects duly to conform comply with the requirements of all federal and state laws relating to the sale of the Shares. None , as well as the requirements of the Distributor, any selected dealer, any selected agent or FINRA and any other person is authorized by the Trust to give any information or to make any representations other than as is contained in a Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agentsapplicable self-regulatory organization. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDFINRA and any other applicable self-regulatory organization. (d) The Distributor shall provide the Board on a quarterly basis with a written report of the amounts expended in connection with this Agreement as requested by the Board. (e) The Distributor represents and warrants to the Trust each Fund that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of MaineDelaware; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC Securities and Exchange Commission (the "SEC") as a broker-dealer, it is a member in good standing of the NASDFINRA, it will abide by the rules and regulations of the NASDFINRA, and it will notify the Trust Funds if its membership in the NASD FINRA is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (ef) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds Trust upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the FundsTrust, the Distributor shall use its best efforts in all material respects duly to conform comply with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust to give any information or to make any representations other than as is contained in a Fundthe Trust's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDNASD and any other applicable self-regulatory organization. (d) The Distributor will perform its duties hereunder under the supervision of and in accordance with the directives of the Board. The Distributor will perform its duties hereunder in accordance with the Trust's Organic Documents and Prospectuses and with the instructions and directions of the Board and will conform to and comply with the requirements of the 1940 Act, the Securities Act and other applicable laws. (e) The Distributor shall provide the Board with a written report of the amounts expended in connection with this Agreement as requested by the Board. (f) The Distributor shall be responsible for reviewing and making any filings of advertisements ands sales literature relating to the Trust that have been furnished to the Distributor. (g) The Distributor represents and warrants to the Trust that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (eh) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The Distributor shall not be required to register as a broker-dealer or file a consent to service of process in any State (as defined in Section 6(c)) when it determines that it would be uneconomical for it to do so, or to maintain its registration in any jurisdiction in which it is now registered when it determines that it would be uneconomical for it to do so, provided that the Distributor will notify the Trust of its determination not to register or to cease maintaining registration in advance of any required filing or renewal date. Other than services performed in the name or on behalf of "ARK Funds Distributors, LLC", which are exclusive to the Trust, the services of the Distributor to the Trust hereunder are not to be deemed exclusive, and nothing herein contained shall prevent affiliates of the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. Furthermore, subject to the foregoing, nothing herein contained shall prevent any individual performing the subject services in the name or on behalf of "ARK Funds Distributors, LLC" from performing such services as an employee of any affiliate of the Distributor under a like arrangement with another investment company. (b) In selling Shares of the Funds, the Distributor shall use its best efforts conform in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust to give any information or to make any representations other than as is contained in a Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASD. (d) The Distributor shall attempt to maintain active selected dealer, selected agent, shareholder servicing agreements and other related agreements related to the distribution or servicing of the Funds with financial intermediaries ("Dealers") who, prior to the Distributor entering into this Agreement, acted in similar capacities for a Fund, and assist the investment adviser to the Fund (the "Adviser") in obtaining additional agreements with broker-dealers and other financial intermediaries. (e) The Distributor shall track and maintain appropriate information with respect to payments made by each Fund under Rule 12b-1 under the 1940 Act and other payments as required to ensure compliance with the Conduct Rules of the NASD. (f) The Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization with respect to the Funds so as to enable the Shares to be traded through FundSERV and negotiate and execute appropriate agreements related thereto with NSCC. (g) The Distributor shall pay to Dealers or direct the Funds' transfer agent to pay to Dealers front-end commissions (if not deducted from the offering price by a Dealer), other up-front payments with respect to the sale of Shares (for instance, payments with respect to the sale of Shares that have back-end commissions) and other payments as may be properly disclosed in a Fund's Prospectus (collectively, "Dealer Distribution Payments"). (h) The Distributor shall maintain appropriate records with respect to Dealer Distribution Payments, including records with respect to the financing of up-front payments to Dealers with respect to the sale of Shares that have back-end commissions and prepare pro-forma financial statements, expense and profit/loss projections and fee waiver/expense reimbursement projections related to Dealer Distribution Payments on a periodic basis as agreed with the Trust. (i) The Distributor represents and warrants to the Trust that: (i) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware and it Delaware; (ii) It is duly qualified to carry on its business in the State of Maine; (iiiii) It is empowered under applicable laws and by its Operating Agreement operating agreement to enter into this Agreement and perform its duties under this Agreement; (iiiiv) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (ivv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (vvi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance -B5- with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;; and (vivii) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating Agreement. (ej) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein. (k) The Distributor acknowledges that the Trust owns the tradename and trademark rights to the designations "ARK Funds", "ARK Funds Distributors, LLC", "ARK Funds Distributors" and all logos, graphic designs, names and marks derived therefrom, whether or not currently used in commerce by the Trust (such rights being hereinafter individually and collectively referred to as the "ARK Funds marks"). Subject to the terms and conditions of this Agreement, the Trust hereby grants to the Distributor and its affiliates a non-transferable, non-exclusive license to use the ARK Funds marks in connection with the distribution, marketing and promotion of the Trust and in connection with making such disclosures about the Trust as may be required under any applicable law, rules, regulations or provisions of this Agreement.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds Fund upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust Fund hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the FundsFund, the Distributor shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust Fund to give any information or to make any representations other than as is contained in a the Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust Fund or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDNASD and any other applicable self-regulatory organization. (d) The Distributor will perform its duties hereunder under the supervision of and in accordance with the directives of the Board. The Distributor will perform its duties hereunder in accordance with the Fund's Organizational Documents and Prospectuses and with the instructions and directions of the Board and will conform to and comply with the requirements of the 1940 Act, the Securities Act and other applicable laws. (e) The Distributor shall provide the Board with a written report of the amounts expended in connection with this Agreement as requested by the Board. (f) The Distributor shall be responsible for reviewing and making such filings, as required, of advertisements and sales literature relating to the Fund that have been furnished to the Distributor. (g) The Distributor represents and warrants to the Trust Fund that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of MaineMaryland; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust Fund if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (eh) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust Company hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the Funds, the Distributor shall use its best efforts in all material respects duly to conform comply with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust Company to give any information or to make any representations other than as is contained in a Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agentsCompany. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDNASD and any other applicable self-regulatory organization. (d) The Distributor will perform its duties hereunder under the supervision of and in accordance with the directives of the Board. The Distributor will perform its duties hereunder in accordance with the Company's Organic Documents and Prospectuses and with the instructions and directions of the Boards and will conform to and comply with the requirements of the 1940 Act, the Securities Act and other applicable laws. (e) The Distributor shall provide the Board with a written report of the amounts expended in connection with this Agreement as requested by the applicable Board. (f) The Distributor represents and warrants to the Trust Company that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust Company if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation or any applicable laws. (eg) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein. (h) The Distributor agrees to obtain and maintain at all times an insurance policy sufficient in coverage and amount to cover any obligations and amounts owing to the Company relating to or arising in connection with any bad faith, willful misfeasance or gross negligence in the performance of the Distributor's duties or obligations under this Agreement or by reason of the Distributor's reckless disregard of its duties and obligations under this Agreement.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable best efforts to sell Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares , but shall not be obligated to sell any specific number of Shares. The Distributor shall only sell Shares against orders therefore and will not purchase Shares from any person other than the Fund except as provided in Section 4. The services of the Distributor to the Trust each Fund hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the FundsShares, the Distributor shall use its best efforts in all material respects duly to conform comply with the requirements of all federal and state laws relating to the sale of the Shares. None , as well as the requirements of the Distributor, any selected dealer, any selected agent or FINRA and any other person is authorized by the Trust to give any information or to make any representations other than as is contained in a Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agentsapplicable self-regulatory organization. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDFINRA and any other applicable self-regulatory organization. (d) The Distributor shall provide the Board on a quarterly basis with a written report of the amounts expended in connection with this Agreement as requested by the Board. (e) The Distributor represents and warrants to the Trust each Fund that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of MaineDelaware; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC Securities and Exchange Commission (the “SEC”) as a broker-dealer, it is a member in good standing of the NASDFINRA, it will abide by the rules and regulations of the NASDFINRA, and it will notify the Trust Funds if its membership in the NASD FINRA is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (ef) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds each Fund upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust each Fund hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the Funds, the Distributor shall use its best efforts in all material respects duly to conform comply with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust Funds to give any information or to make any representations other than as is contained in a Fund's Prospectus the Funds’ Prospectuses or any advertising materials or sales literature specifically approved in writing by the Trust Funds or its their agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDNASD and any other applicable self-regulatory organization. (d) The Distributor will perform its duties hereunder under the supervision of and in accordance with the directives of the Board. The Distributor will perform its duties hereunder in accordance with each Fund’s Organizational Documents and Prospectuses and with the instructions and directions of the Board and will conform to and comply with the requirements of the 1940 Act, the Securities Act and other applicable laws. (e) The Distributor shall provide the Board with a written report of the amounts expended in connection with this Agreement as requested by the Board. (f) The Distributor shall be responsible for reviewing and making such filings, as required, of advertisements and sales literature relating to the Funds that have been furnished to the Distributor. (g) The Distributor represents and warrants to the Trust each Fund that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of MaineDelaware; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust Funds if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (eh) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds Trust upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the FundsTrust, the Distributor shall use its best efforts in all material respects duly to conform comply with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust to give any information or to make any representations other than as is contained in a Fundthe Trust's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDNASD and any other applicable self- regulatory organization. (d) The Distributor will perform its duties hereunder under the supervision of and in accordance with the directives of the Board. The Distributor will perform its duties hereunder in accordance with the Trust's Organizational Documents and Prospectuses and with the instructions and directions of the Board and will conform to and comply with the requirements of the 1940 Act, the Securities Act and other applicable laws. (e) The Distributor shall provide the Board with a written report of the amounts expended in connection with this Agreement as requested by the Board. (f) The Distributor shall be responsible for reviewing and making such filings, as required, of advertisements and sales literature relating to the Trust that have been furnished to the Distributor. (g) The Distributor represents and warrants to the Trust that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust if its membership in the NASD is terminated or suspended; and; (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation; and (viii) It has taken all reasonable business steps to ensure that any system or software used in the operation of its business that is an any way related to the services provided herein: (A) manages and manipulates data involving all dates from the 20th and 21st centuries without material, functional or data abnormality related to such dates; (B) has user interfaces and data fields formatted to distinguish between dates from the 20th and 21st centuries; and (C) represents all data to include indications of the millennium, century, and decade, as well as the actual year. (eh) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds Fund upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust Fund hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the FundsFund, the Distributor shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust Fund to give any information or to make any representations other than as is contained in a the Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust Fund or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDNASD and any other applicable self-regulatory organization. (d) The Distributor will perform its duties hereunder under the supervision of and in accordance with the directives of the Board. The Distributor will perform its duties hereunder in accordance with the Fund's Organic Documents and Prospectuses and with the instructions and directions of the Board and will conform to and comply with the requirements of the 1940 Act, the Securities Act and other applicable laws. (e) The Distributor shall provide the Board with a written report of the amounts expended in connection with this Agreement as requested by the Board. (f) The Distributor represents and warrants to the Trust Fund that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust Fund if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (eg) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds Fund upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust Fund hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the FundsFund, the Distributor shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust Fund to give any information or to make any representations other than as is contained in a the Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust Fund or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDNASD and any other applicable self-regulatory organization. (d) The Distributor will perform its duties hereunder under the supervision of and in accordance with the directives of the Board. The Distributor will perform its duties hereunder in accordance with the Fund's Organic Documents and Prospectuses and with the instructions and directions of the Board and will conform to and comply with the requirements of the 1940 Act, the Securities Act and other applicable laws. (e) The Distributor shall provide the Board with a written report of the amounts expended in connection with this Agreement as requested by the Board. (f) The Distributor represents and warrants to the Trust Fund that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-broker- dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust Fund if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (eg) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the Funds, the Distributor shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust to give any information or to make any representations other than as is contained in a Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASD. (d) The Distributor represents and warrants to the Trust that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (e) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds upon the terms and conditions contained herein represents that it is duly organized and in good standing under the then current Prospectuslaw of its jurisdiction of incorporation and registered as a broker-dealer. The Distributor shall devote reasonable agrees that it will act in material conformity with its Articles of Incorporation, By-Laws, and, or its Registration Statement as may be amended from time to time and effort to effect sales resolutions and other instructions of Shares but shall not be obligated to sell any specific number of Sharesits Board. The services of Distributor agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Distributor represents and warrants that this Agreement has been duly authorized by all necessary action by the Distributor to under the Trust hereunder are not to be deemed exclusive1940 Act, state law and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance Distributor’s Articles of its obligations hereunder is not impaired therebyIncorporation and By-Laws. (b) In selling Shares The Distributor shall take or cause to be taken all necessary action to register shares of the Funds, Funds under the Distributor shall use its best efforts 1933 Act and to maintain an effective Registration Statement for such shares in all material respects duly order to conform with the requirements of all federal and state laws relating to permit the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust to give any information or to make any representations other than Shares as is contained in a Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agentsherein contemplated. (c) The Distributor represents and agrees that all shares to be sold by it are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Distributor further agrees that it shall adopt and follow procedures for have the confirmation right to suspend the sale of sales shares of the Funds at any time in response to investors and selected dealers conditions in the securities markets or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such salesotherwise, and to suspend the cancellation redemption of unsettled transactions, as may be necessary to comply with the requirements shares of the NASDFunds at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission (“SEC”). The Distributor shall advise the Sub-Distributor promptly of any such determination. (d) The Distributor represents shall file such reports and warrants to the Trust that: (i) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered other documents as may be required under applicable federal and state laws and by its Operating Agreement to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating Agreementregulations. (e) Notwithstanding anything The Distributor agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in this Agreement, including order that its Registration Statement and Prospectus will not knowingly contain any untrue statement of material fact or knowingly omit to state any material fact required to be stated therein or necessary to make the Appendices, statements therein not misleading. (f) The Distributor represents and warrants that its Registration Statement and any advertisements and sales literature of the Distributor (excluding statements relating to the contrary, Sub-Distributor and the services it provides that are based upon written information furnished by the Sub-Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (g) The Distributor represents and warrants that it will submit a wire transfer to USBFS relating to the transactions of the Distributor makes no warranty or representation as with the NSCC. The wire transfer shall match the exact amount wired by Sub-Distributor to the number NSCC relating to transactions of selected dealers the Distributor. In the event USBFS does not receive a wire transfer of the exact amount of the settlement from the Distributor at or selected agents with which it has entered into agreements in accordance with Section 11 hereofprior to NSCC settlement, as USBFS shall be entitled to the availability of receive interest upon any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth hereinunpaid sum at prime rate.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds Fund upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust Fund hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the FundsFund, the Distributor shall use its best efforts in all material respects duly to conform comply with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust Fund to give any information or to make any representations other than as is contained in a the Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust Fund or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDNASD and any other applicable self-regulatory organization. (d) The Distributor will perform its duties hereunder under the supervision of and in accordance with the directives of the Board. The Distributor will perform its duties hereunder in accordance with the Fund's Articles of Incorporation and Prospectuses and with the instructions and directions of the Board and will conform to and comply with the requirements of the 1940 Act, the Securities Act and other applicable laws. (e) The Distributor shall provide the Board with a written report of the amounts expended in connection with this Agreement as requested by the Board. (f) The Distributor shall be responsible for reviewing and making such filings, as required, of advertisements ands sales literature relating to the Fund that have been furnished to the Distributor. (g) The Distributor represents and warrants to the Trust Fund that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust Fund if its membership in the NASD is terminated or suspended; and; (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation; and (viii) It has taken all reasonable business steps to ensure that any system or software used in the operation of its business that is an any way related to the services provided herein: (A) manages and manipulates data involving all dates from the 20th and 21st centuries without material, functional or data abnormality related to such dates; (B) has user interfaces and data fields formatted to distinguish between dates from the 20th and 21st centuries; and (C) represents all data to include indications of the millennium, century, and decade, as well as the actual year. (eh) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the Funds, the Distributor shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust to give any information or to make any representations other than as is contained in a Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDFINRA. (d) The Distributor represents and warrants to the Trust that: (i) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASDFINRA, it will abide by the rules and regulations of the NASDFINRA, and it will notify the Trust if its membership in the NASD FINRA is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating Agreement. (e) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust Companies hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the Funds, the Distributor shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust any Company to give any information or to make any representations other than as is contained in a Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust applicable Company or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASDNASD and any other applicable self-regulatory organization. (d) The Distributor will perform its duties hereunder under the supervision of and in accordance with the directives of the applicable Board. The Distributor will perform its duties hereunder in accordance with the applicable Company's Organic Documents and Prospectuses and with the instructions and directions of the Boards and will conform to and comply with the requirements of the 1940 Act, the Securities Act and other applicable laws. (e) The Distributor shall provide each Company's Board with a written report of the amounts expended in connection with this Agreement as requested by the applicable Board. (f) The Distributor represents and warrants to the Trust each Company that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust each Company if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (eg) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the Funds, the Distributor shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust to give any information or to make any representations other than as is contained in a Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASD. (d) The Distributor represents and warrants to the Trust that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; ; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating Agreement. (e) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR. (a) The Distributor shall use reasonable efforts to sell Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. The Distributor shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Trust hereunder are not to be deemed exclusive, and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In selling Shares of the Funds, the Distributor shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares. None of the Distributor, any selected dealer, any selected agent or any other person is authorized by the Trust to give any information or to make any representations other than as is contained in a Fund's Prospectus or any advertising materials or sales literature specifically approved in writing by the Trust or its agents. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASD. (d) The Distributor represents and warrants to the Trust that: (i) It is a limited liability company corporation duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Maine; (ii) It is empowered under applicable laws and by its Operating Agreement Articles of Incorporation to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the 1934 Act with the SEC as a broker-dealer, it is a member in good standing of the NASD, it will abide by the rules and regulations of the NASD, and it will notify the Trust if its membership in the NASD is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Operating AgreementArticles of Incorporation. (e) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 11 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.