Common use of Duties as Distributor Clause in Contracts

Duties as Distributor. The following provisions shall apply to the Distributor’s obligations as distributor under this Agreement: (a) The Fund agrees to sell Shares of each of the Portfolios through the Distributor, as agent, from time to time during the term of this Agreement upon the terms and at the current offering price described in the Fund’s then current prospectus(es) and Statement(s) of Additional Information as amended from time to time (collectively, the “Prospectus”). Such sales may, however, be suspended whenever in the judgment of the Fund it is in its best interests to do so; (b) The Distributor will arrange for the receipt of orders for the purchase of Shares of each Portfolio and will (and shall have the authority to) arrange for the receipt and acceptance or rejection of such orders on behalf of the Fund in accordance with the provisions of the Prospectus; (c) The Distributor shall not be obligated to sell any certain number of Shares of any Portfolio; (d) In performing its duties hereunder, the Distributor shall act in conformity with the Fund’s Second Amended and Restated Declaration of Trust dated August 19, 2011 as amended from time to time (the “Trust Agreement”), the Fund’s Amended and Restated By-Laws dated August 19, 2011 as amended from time to time (the “By-Laws”), the Prospectus and the Fund’s Registration Statement on Form N-1A with respect to the Portfolios as amended from time to time (the “Registration Statement”) and with the instructions and directions of the Trustees of the Fund, and will use its best efforts to comply with and conform to the requirements of the 1940 Act, the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Investment Advisers Act of 1940, as amended, the Financial Industry Regulatory Authority, Inc., and all other applicable federal and state laws, regulations and rulings; and (e) The services of the Distributor hereunder are not deemed exclusive and the Distributor shall be free to render similar services to others so long as the Distributor’s services hereunder are not impaired thereby.

Duties as Distributor. The following provisions shall apply Except as otherwise provided herein, the Fund agrees to sell Shares (whether authorized but unissued or treasury shares, in the Fund's sole discretion) through Distributor, as the Fund's agent, and to deliver Shares which Distributor orders from the Fund and for which Distributor has received and confirmed unconditional purchase orders, subject to the Distributor’s obligations as distributor under this Agreementfollowing: (a) The Fund agrees to Distributor may sell and distribute Shares of each of in such manner not inconsistent with the Portfolios through the Distributor, provisions hereof as agent, Distributor may determine from time to time during the term of this Agreement upon the terms and at the current offering price described in the Fund’s then current prospectus(es) and Statement(s) of Additional Information as amended from time to time (collectively, the “Prospectus”). Such sales maytime; provided, however, be suspended whenever in that Distributor shall comply with all laws, rules and regulations applicable to it, including, without limitation, all applicable rules or regulations under the judgment 1940 Act and of any securities association registered under the Fund it is in its best interests to do so;1934 Act. (b) The All sales literature and advertisements used by Distributor will arrange for in connection with the receipt of orders for the purchase of Shares of each Portfolio and will (and shall have the authority to) arrange for the receipt and acceptance or rejection of such orders on behalf sale of the Fund in accordance with Fund's Shares shall be subject to the provisions approval of the Prospectus;Fund. (c) The All purchase orders from Distributor shall be subject to acceptance and confirmation by the Fund; provided, however, that no Shares shall be sold through Distributor or by the Fund under this Agreement and no purchase orders shall be confirmed or accepted by the Fund if and so long as the Fund's Registration Statement shall not be obligated to sell any certain number of Shares of any Portfolio;effective under the 1933 Act. (d) In performing its duties hereunderThe Fund's Board of Directors or, upon authority from the Distributor shall act in conformity with the Fund’s Second Amended and Restated Declaration of Trust dated August 19, 2011 as amended from time to time (the “Trust Agreement”)Board, the Fund’s Amended and Restated By-Laws dated August 19's officers, 2011 as amended from at any time to time (the “By-Laws”)such action is deemed advisable, the Prospectus and the Fund’s Registration Statement on Form N-1A with respect to the Portfolios as amended from time to time (the “Registration Statement”) and with the instructions and directions may suspend or terminate sales of the Trustees Fund Shares, give Distributor notice of the Fundsuch suspension or termination, and will use its best efforts decline to comply with and conform to the requirements accept or confirm any purchase orders for or make any sales of the 1940 Act, the Securities Act of 1933, Shares under this Agreement until such time as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Investment Advisers Act of 1940, as amended, the Financial Industry Regulatory Authority, Inc., and all other applicable federal and state laws, regulations and rulings; andmay be deemed advisable. (e) The services Fund may from time to time set upper and lower limits on the number of the Shares for which a purchaser may subscribe and may limit sales of Shares to then existing stockholders. (f) Distributor hereunder are not deemed exclusive and the Distributor shall be free may from time to render similar services time, at its own expense, employ or associate with itself such persons or entities as it believes necessary to others so long as the Distributor’s services hereunder are not impaired therebyassist it in carrying out its obligation xxxxxx this Agreement.

Duties as Distributor. The following provisions shall apply to the Distributor’s 's obligations as distributor under this Agreement:; (a) The Fund Trust agrees to sell Shares Units of each of the Portfolios through the Distributor, as agent, from time to time during the term of this Agreement upon the terms and at the current offering price described in the Fund’s then current prospectus(es) Prospectus and Statement(s) Statement of Additional Information [as amended from time to time those terms are defined in the Administration Agreement of even date herewith between the Trust and the Distributor (collectively, the “Prospectus”"Administration Agreement")]. Such sales may, however, be suspended whenever in the judgment of the Fund Trust it is in its best interests to do so; (b) The Distributor will hold itself available to receive or will arrange for the receipt of orders for the purchase of Shares Units of each Portfolio and will (and shall have the authority to) receive and accept or reject or arrange for the receipt and acceptance or rejection of such orders on behalf of the Fund Trust in accordance with the provisions of the Prospectus;Prospectus and Statement of Additional Information. (c) The Distributor shall not be obligated to sell any certain number of Shares Units of any Portfolio; (d) In performing its duties hereunder, the Distributor shall act in conformity with the Fund’s Second Amended and Restated Declaration of Trust dated August 19, 2011 as amended from time to time (the “Trust Agreement”), the Fund’s Amended and Restated By-Laws dated August 19, 2011 as amended from time to time (the “By-Laws”), the Registration Statement, Prospectus and Statement of Additional Information (as such terms are defined in the Fund’s Registration Statement on Form N-1A with respect to the Portfolios as amended from time to time (the “Registration Statement”Administration Agreement) and with the instructions and directions of the Trustees of the FundTrust, and will use its best efforts to comply with and conform to the requirements of the 1940 Act, the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Investment Advisers Act of 1940, as amended, the Financial Industry Regulatory Authority, Inc., and all other applicable federal and state laws, regulations and rulings; andrulings including without limitation any exemptive order issued by the Securities and Exchange Commission to which the Trust may be subject; (e) The services of the Distributor hereunder are not deemed exclusive and the Distributor shall be free to render similar services to others services similar to those rendered to the Trust hereunder so long as the Distributor’s 's services hereunder are not impaired thereby. (f) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 of the Securities and Exchange Commission under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act.

Duties as Distributor. The following provisions shall apply to the --------------------- Distributor’s 's obligations as distributor under this Agreement: (a) The Fund Trust agrees to sell Shares of each of the Portfolios through the Distributor, as agent, from time to time during the term of this Agreement upon the terms and at the current offering price described in the Fund’s then current prospectus(es) Prospectus and Statement(s) Statement of Additional Information [as amended from time to time those terms are defined in the Administration Agreement of even date herewith between the Trust and the Distributor (collectively, the “Prospectus”"Administration Agreement")]. Such sales may, however, be suspended whenever in the judgment of the Fund Trust it is in its best interests to do so; (b) The Distributor will hold itself available to receive or will arrange for the receipt of orders for the purchase of Shares of each Portfolio and will (and shall have the authority to) receive and accept or reject or arrange for the receipt and acceptance or rejection of such orders on behalf of the Fund Trust in accordance with the provisions of the Prospectus;Prospectus and Statement of Additional Statement. (c) The Distributor shall not be obligated to sell any certain number of Shares of any Portfolio; (d) In performing its duties hereunder, the Distributor shall act in conformity with the Fund’s Second Amended and Restated Declaration of Trust dated August 19, 2011 as amended from time to time (the “Trust Agreement”), the Fund’s Amended and Restated By-Laws dated August 19, 2011 as amended from time to time (the “By-Laws”), the Registration Statement, Prospectus and Statement of Additional Information (as such terms are defined in the Fund’s Registration Statement on Form N-1A with respect to the Portfolios as amended from time to time (the “Registration Statement”Administration Agreement) and with the instructions and directions of the Trustees of the FundTrust, and will use its best efforts to comply with and conform to the requirements of the 1940 Act, the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Investment Advisers Act of 1940, as amended, the Financial Industry Regulatory Authority, Inc., and all other applicable federal and state laws, regulations and rulings; andrulings including without limitation any exemptive order issued by the Securities and Exchange Commission to which the Trust may be subject; (e) The services of the Distributor hereunder are not deemed exclusive and the Distributor shall be free to render similar services to others services similar to those rendered to the Trust hereunder so long as the Distributor’s 's services hereunder are not impaired thereby. (f) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 of the Securities and Exchange Commission under the 1940 Act, such records as are required to be maintained by Rule 31a- 1(d) under the 1940 Act.