Common use of Duties of the Distributor Clause in Contracts

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to effect sales of the Shares (but only in states and other jurisdictions in which it may legally do so), but shall not be obligated to sell any specific number of Shares. The services of the Distributor hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution or dealer arrangements with other investment companies so long as the performance of its obligations hereunder are not impaired thereby. (b) Neither the Distributor nor any Selected Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or related Prospectus and Statement of Additional Information and any sales literature specifically approved by the Fund. (c) The Distributor shall cooperate with the Fund in effecting the qualifications contemplated by Section 5(c) hereof. (d) The Distributor shall furnish to the Fund copies of all information including, without limitation, sales literature and advertisements, financial statements and other papers prepared (or caused by the Distributor to be prepared) for the publication or distribution, which refer in any way to the Fund, prior to the use thereof, and shall not use such material if the Fund reasonably objects in writing within (5) business days (or such other time as may be mutually agreed) after receipt thereof. The foregoing sentence shall survive the termination of this Agreement. (e) In selling the Shares, the Distributor shall use its best efforts in all respects to duly conform with the requirements of all applicable federal, state and foreign laws. In connection therewith, the Distributor shall use its best efforts in granting any Distributor's Consent under Section 7(b) hereof, to make certain that such Foreign Offer or Sale does not violate applicable law or otherwise cause the Fund to have any liability with respect to such Foreign Offer or Sale.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to effect sales of the Shares (but only in states and other jurisdictions in which it may legally do so), but shall not be obligated to sell any specific number of Shares. The services of the Distributor hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution or dealer arrangements with other investment companies so long as the performance of its obligations hereunder are not impaired thereby. (b) Neither the Distributor nor any Selected Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or related Prospectus and Statement of Additional Information and any sales literature specifically approved by the Fund. (c) The Distributor shall cooperate with the Fund each Portfolio in effecting the qualifications contemplated by Section 5(c) hereof. (d) The Distributor shall furnish to the Fund each Portfolio copies of all information including, without limitation, sales literature and advertisements, financial statements and other papers prepared (or caused by the Distributor to be prepared) for the publication or distribution, which refer in any way to the FundPortfolio, prior to the use thereof, and shall not use such material if the Fund Portfolio reasonably objects in writing within (5) business days (or such other time as may be mutually agreed) after receipt thereof. The foregoing sentence shall survive the termination of this Agreement. (e) In selling the Shares, the Distributor shall use its best efforts in all respects to duly conform with the requirements of all applicable federal, state and foreign laws. In connection therewith, the Distributor shall use its best efforts in granting any Distributor's Consent under Section 7(b) hereof, to make certain that such Foreign Offer or Sale does not violate applicable law or otherwise cause the Fund to have any liability with respect to such Foreign Offer or Sale.

Duties of the Distributor. (ab) The Distributor shall devote reasonable time and effort to effect sales not purchase any Shares except from or on behalf of the Shares (but only in states and other jurisdictions in which it may legally do so), but shall not be obligated to sell any specific number of Shares. The services of the Distributor hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution or dealer arrangements with other investment companies so long Funds as the performance of its obligations hereunder are not impaired thereby. (b) Neither the Distributor nor any Selected Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or related Prospectus and Statement of Additional Information and any sales literature specifically approved by the Fundagent. (c) The Distributor shall cooperate with not directly or indirectly withhold orders for the Fund purchase of Shares, purchase Shares in effecting the qualifications contemplated by Section 5(c) hereofanticipation of orders or accept conditional orders. (d) The Distributor shall furnish shall, to the Fund copies of all information includingextent it deems necessary in its sole discretion, without limitationprepare, print and distribute advertising and sales literature relating to the Funds and advertisementsthe Shares and shall pay all costs incurred in connection therewith, financial statements including related travel, telephone and other papers prepared (or caused overhead expenses. Any dissemination by the Distributor to of such advertising and sales literature shall be prepared) for the publication or distribution, which refer in any way compliance with applicable Federal and state securities laws and regulations. The Distributor shall provide copies of such advertising and sales literature to the FundCompany in order to permit the Company to timely file such advertising and sales literature with the Securities and Exchange Commission, prior to the use thereofNASD and any other regulatory authorities, and as may be required. The Distributor shall not use any such material if to which the Fund Company reasonably objects in writing within (5) business days (or such other time as may be mutually agreed) after receipt thereof. The foregoing sentence shall survive the termination of this Agreementand promptly objects. (e) In selling the Except with respect to sales and repurchases of Shares, the Distributor shall use its best efforts act as principal in all respects matters relating to duly conform promotion of the Funds and shall enter into all of its engagements, agreements and contracts as principal on its own account. (f) The Distributor shall perform its duties and obligations hereunder in a manner that complies with the terms of the registration statement of the Company filed with the Securities and Exchange Commission, as amended or supplemented from time to time (the "Registration Statement"), the Articles of Incorporation and the By-Laws of the Company, the requirements of all applicable federalthe 1940 Act and the securities laws and regulations of the United States and of the jurisdictions in which the Distributor does business or offers Shares on behalf of the Funds, state and foreign lawsshall conduct its affairs in accordance with the Rules of Fair Practice of the NASD. In connection therewithUnless otherwise expressly provided or authorized, the Distributor shall use its best efforts have no authority to act for or represent the Company or the Funds in granting any Distributor's Consent under Section 7(b) hereofway, to make certain that such Foreign Offer or Sale does not violate applicable law or otherwise cause be deemed an agent of the Fund to have any liability Company or the Funds. (g) The Distributor shall maintain all books and records with respect to such Foreign Offer or Salethe Funds required by subparagraph (d) of Rule 3la-1 under the 1940 Act. (h) The services provided by the Distributor under this Agreement are not exclusive, and the Distributor is free to engage in any other business and may render services similar to those provided hereunder to other issuers, including other investment companies.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to effect sales of Shares of the Shares (but only in states and other jurisdictions in which it may legally do so)Investment Company, 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 Investment Company except as provided in Section 4. The services of the Distributor hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution or dealer arrangements with other investment companies so long as the performance of its obligations hereunder are is not impaired thereby. (b) In selling the Shares of the Investment Company, the Distributor shall comply with all applicable requirements of all federal and state laws and regulations and the regulations of the Financial Industry Regulatory Authority (“FINRA”), relating to the sale of such securities. Neither the Distributor nor any Selected Dealer selected dealer nor any other person is authorized by the Fund Investment Company to give any information or to make any representations, other than those contained in the Registration Statement registration statement or related Prospectus and Statement of Additional Information and any sales literature specifically approved by the FundInvestment Company. (c) The Distributor shall cooperate with the Fund in effecting the qualifications contemplated by Section 5(c) hereof. (d) The Distributor shall furnish represents and warrants to the Fund copies Investment Company that: (i) (ii) It is a limited liability company duly organized and existing and in good standing under the laws of all information including, without limitation, sales literature the State of Delaware and advertisements, financial statements it is duly qualified to carry on its business in the State of Delaware; It is empowered under applicable laws and other papers prepared by its Certificate of Formation and Operating Agreement to enter into and perform this Agreement; (or caused by the Distributor iii) All requisite corporate proceedings have been taken to be preparedauthorize it to enter into and perform this Agreement; (iv) for the publication or distribution, which refer in any way It has and will continue to have access to the Fundnecessary facilities, prior equipment and personnel to the use thereof, perform its duties and shall not use such material if the Fund reasonably objects in writing within (5) business days (or such other time as may be mutually agreed) after receipt thereof. The foregoing sentence shall survive the termination of obligations under this Agreement. (e) In selling the Shares, the Distributor shall use its best efforts in all respects to duly conform with the requirements of all applicable federal, state and foreign laws. In connection therewith, the Distributor shall use its best efforts in granting any Distributor's Consent under Section 7(b) hereof, to make certain that such Foreign Offer or Sale does not violate applicable law or otherwise cause the Fund to have any liability with respect to such Foreign Offer or Sale.;

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to effect sales of the Shares (but only in states and other jurisdictions in which it may legally do so), but shall not be obligated to sell any specific number of Shares. The services of the Distributor hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution or dealer arrangements with other investment companies so long as the performance of its obligations hereunder are not impaired thereby. (b) Neither the Distributor nor any Selected Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or related Prospectus and Statement of Additional Information and any sales literature specifically approved by the Fund. (c) The Distributor shall cooperate with the Fund Portfolio in effecting the qualifications contemplated by Section 5(c) hereof. (d) The Distributor shall furnish to the Fund Portfolio copies of all information including, without limitation, sales literature and advertisements, financial statements and other papers prepared (or caused by the Distributor to be prepared) for the publication or distribution, which refer in any way to the FundPortfolio, prior to the use thereof, and shall not use such material if the Fund Portfolio reasonably objects in writing within (5) business days (or such other time as may be mutually agreed) after receipt thereof. The foregoing sentence shall survive the termination of this Agreement. (e) In selling the Shares, the Distributor shall use its best efforts in all respects to duly conform with the requirements of all applicable federal, state and foreign laws. In connection therewith, the Distributor shall use its best efforts in granting any Distributor's Consent under Section 7(b) hereof, to make certain that such Foreign Offer or Sale does not violate applicable law or otherwise cause the Fund to have any liability with respect to such Foreign Offer or Sale.

Duties of the Distributor. (a) a. The Distributor shall devote reasonable time and effort to effect sales agrees that at the request of the Shares (but only in states and other jurisdictions in which it may legally do so), but shall not be obligated to sell any specific number of Shares. The services of the Distributor hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution or dealer arrangements with other investment companies so long as the performance of its obligations hereunder are not impaired thereby. (b) Neither the Distributor nor any Selected Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or related Prospectus and Statement of Additional Information and any sales literature specifically approved by the Fund. (c) The Distributor shall cooperate with the Fund in effecting the qualifications contemplated by Section 5(c) hereof. (d) The Distributor shall furnish to the Fund copies of all information including, without limitation, sales literature and advertisements, financial statements and other papers prepared (or caused by the Distributor to be prepared) for the publication or distribution, which refer in any way to the Fund, prior to the use thereof, and shall not use such material if the Fund reasonably objects in writing within (5) business days (or such other time as may be mutually agreed) after receipt thereof. The foregoing sentence shall survive the termination of this Agreement. (e) In selling the SharesTrust, the Distributor shall use enter into certain agreements (“Participant Agreements”) between and among DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (“Authorized Participants”), the Distributor and the transfer agent (as applicable), for the purchase of Creation Units of a Fund. b. The Distributor shall consult with the Trust or its best efforts agent with respect to the production and printing of prospectuses to be used in connection with creations by Authorized Participants of Creation Units. The Distributor will generally make it known in the brokerage community that Funds’ prospectuses and statements of additional information (“SAI”) are available, including by (i) advising the Listing Exchanges on behalf of its member firms of the same, (ii) making such disclosure in all respects marketing and advertising materials prepared and/or filed by the Distributor with FINRA, and (iii) as may otherwise be required by the SEC. The Distributor shall not bear any costs associated with printing prospectuses, SAIs and other such materials. c. The Distributor will deliver copies of a Fund’s prospectus to duly conform purchasers of Creation Units and, upon request, will deliver the SAI. d. The Distributor shall review and approve all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as necessary or appropriate. All such sales and marketing materials must be approved, in writing, by the requirements Distributor prior to use, such approval not to be unreasonably withheld. e. If the Trust, on behalf of all applicable federalany Fund, state and foreign laws. In connection therewithadopts a distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the “Plan”), the Distributor shall use enter into selling and/or investor servicing agreements or similar (“Sales and Investor Services Agreements”), consistent with applicable law and the registration statement and prospectus, with various broker-dealers, to sell Shares and provide services to shareholders. The Distributor agrees that (i) it shall assist in the administration of any Plan(s); (ii) it shall, at its best efforts own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) it shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in granting any Distributor's Consent under Section 7(bPlan(s) adopted by the Trust, applicable to the appropriate class of Shares of each Fund or class of Shares thereof, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) it shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the adviser. f. The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to make certain the Trust and the adviser of such event. g. The Distributor agrees to maintain and preserve such records as are required by Section 31 of the 1940 Act and the rules thereunder. h. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that such Foreign Offer or Sale does not violate applicable law or otherwise cause are reasonably designed to prevent violations of the Fund to have any liability Federal Securities Laws (as defined in Rule 38a-1 of the 1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees. i. Upon reasonable request by the Trust, the Distributor shall provide the Trust with information relating to the services provided pursuant to this Agreement as necessary and applicable to enable the Trust to complete required regulatory filings. j. At all times in connection with its actual or required performance of the services hereunder, the Distributor shall maintain a Business Continuity Plan (the “Plan”) for the services and implement such Foreign Offer or SalePlan in the event of any unplanned interruption of the services.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to effect sales of solicit an offer to purchase the Shares (but only in states and other jurisdictions in which it may legally do so)Shares, but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution or dealer like arrangements with other investment companies so long as the performance of its obligations hereunder are is not impaired thereby. (b) In selling the Shares of the Fund, the Distributor shall use its best efforts to comply with the requirements of all federal and state laws and the requirements of the NASD governing and the sale of such securities. Neither the Distributor nor any Selected Authorized Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or Statement, related Prospectus and Statement of Additional Information and Information, or any sales literature specifically approved by the Fund. (c) The Distributor shall cooperate with will submit orders for Shares of the Fund only to the extent of purchase orders actually received and not in effecting the qualifications contemplated excess of such orders, and it will not avail itself of any opportunity of making a profit by Section 5(c) hereofexpediting or withholding orders. (d) The Immediately following the receipt of a redemption request, the Distributor shall furnish will transmit the redemption request to the Fund copies of all information including, without limitation, sales literature and advertisements, financial statements and other papers prepared (or caused by its agent). e) The Fund has adopted a Distribution Plan pursuant to the provisions of Rule 12b-1 under the 1940 Act (the "Plan") which provides for the payment of fees to the Distributor to be prepared) reimburse it for expenses incurred in connection with the publication or distribution, which refer in any way offering and sale of the Shares and the Distributor agrees to the Fund, prior to the use thereoftake no action inconsistent with, and shall not use such material if the Fund reasonably objects in writing within (5) business days (or such other time as may be mutually agreed) after receipt thereof. The foregoing sentence shall survive the termination of this Agreement. (e) In selling the Sharesto file all reports required by, the Distributor shall use its best efforts in all respects to duly conform with the requirements of all applicable federal, state and foreign laws. In connection therewith, the Distributor shall use its best efforts in granting any Distributor's Consent under Section 7(b) hereof, to make certain that such Foreign Offer or Sale does not violate applicable law or otherwise cause the Fund to have any liability with respect to such Foreign Offer or SalePlan.