Common use of Duties of the Distributor Clause in Contracts

Duties of the Distributor. 6.1 The Distributor shall be responsible for preparing all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Portfolios, and shall file with the Financial Industry Regulatory Authority (“FINRA”) or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations. 6.2 Sales of the Shares shall be on the terms described in the Prospectus. The Distributor may enter into similar arrangements with other investment companies. The Distributor shall not be obligated to sell any specific number of Shares. 6.3 The Distributor shall provide or arrange for the provision of the services set forth in the Plan. 6.4 The Distributor shall use reasonable efforts in all respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act, the Exchange Act, the Investment Company Act, the regulations of FINRA, or its predecessor, the National Association of Securities Dealers, and all other applicable federal and state laws, rules and regulations. Specifically, the Distributor shall adopt and follow procedures for the confirmation of transactions as may be necessary to comply with the requirements of Rule 10b-10 under the Securities Exchange Act and the rules of FINRA. 6.5 The Distributor shall act as agent of the Trust in connection with the sale and redemption of the Shares. Except as otherwise provided in this Agreement, the Distributor shall act as principal with respect to all other matters relating to the promotion or the sale of the Shares. 6.6 The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of payments received by the Distributor under the Plan. 6.7 The Distributor agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Portfolios and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities.

Duties of the Distributor. 6.1 6.1. The Distributor shall be responsible for preparing all devote reasonable time and effort to effect sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of Shares of the PortfoliosFund, and shall file with the Financial Industry Regulatory Authority (“FINRA”) or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations. 6.2 Sales of the Shares shall be on the terms described in the Prospectus. The Distributor may enter into similar arrangements with other investment companies. The Distributor but shall not be obligated to sell any specific number of Shares. The Distributor will qualify and maintain the qualifications, at the Distributor’s expense, of its registration as a broker-dealer in such states where Shares are qualified for sale. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing contained herein 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. The Distributor will undertake and discharge its obligations hereunder as an independent contractor and it shall have no authority or power to obligate or bind the Fund by its actions, conduct or contracts except that it is authorized to accept orders for the purchase or repurchase of Shares as the Fund’s agent and subject to its approval. 6.3 The Distributor shall provide or arrange for 6.2. In selling the provision of Shares, the services set forth in the Plan. 6.4 The Distributor shall use all reasonable efforts to conform in all respects duly to conform with the requirements of all federal and state laws relating to the sale of such securities. Neither the Shares, including, without limitation, all rules and regulations made Distributor nor any other person is authorized by the Fund to give any information or adopted pursuant to make any representations other than those contained in the Securities Act, Registration Statement or related Prospectus or in any sales literature specifically approved in writing by the Exchange Act, the Investment Company Act, the regulations of FINRA, or its predecessor, the National Association of Securities Dealers, and all other applicable federal and state laws, rules and regulationsFund. 6.3. Specifically, the The Distributor shall adopt and follow procedures procedures, as approved by the officers of the Fund, for the confirmation of transactions sales to investors, the collection of amounts payable by investors on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Rule 10b-10 under the Securities Exchange Act and the rules of Financial Industry Regulatory Authority, Inc. (“FINRA. 6.5 The Distributor shall act ”), as agent of the Trust in connection with the sale and redemption of the Shares. Except as otherwise provided in this Agreement, the Distributor shall act as principal with respect to all other matters relating to the promotion or the sale of the Shares. 6.6 The Distributor shall prepare reports for the Board regarding its activities under this Agreement as such requirements may from time to time exist. 6.4. The Distributor warrants and represents that it is, and agrees to use all commercially reasonable efforts to remain at all times, a member in good standing of FINRA with authority to act as the Distributor. 6.5. The Distributor shall furnish to the Fund any pertinent information required to be reasonably requested by the Board, including reports regarding the use of payments received by inserted with respect to the Distributor under as exclusive sales agent and distributor within the Planpurview of Federal and state securities laws in any reports or registrations required to be filed with any government authority. 6.7 The Distributor agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Portfolios and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities.

Duties of the Distributor. 6.1 7.1 The Distributor shall for all purposes herein provided be responsible deemed to be an independent contractor and, unless expressly provided herein or otherwise authorized, shall have no authority to act for preparing all sales literature (e.g.or represent the Fund in any way. The Distributor, advertisementsby separate agreement with the Fund, brochures and shareholder communications) with respect to each may also serve the Fund in other capacities. The services of the PortfoliosDistributor to the Fund under this Agreement are not to be deemed exclusive, and the Distributor shall file be free to render similar or other services to others so long as its services hereunder are not impaired thereby. The Distributor represents that it is a registered broker-dealer and a member in good standing of FINRA. 7.2 The Distributor shall have the right to enter into agreements with the Financial Industry Regulatory Authority Brokers (“FINRADealer Agreements”) or for the appropriate regulators all sale of Shares, provided that the Fund shall approve the forms of such materials agreements. (Brokers are sometimes referred to in such agreements as sub-distribution agents.). Within the United States, the Distributor shall offer and sell Shares only through such Brokers as are required to be filed members in good standing of FINRA or are institutions exempt from registration under applicable laws federal securities laws. Shares sold through Brokers shall be offered and regulationssold by Brokers only at the offering price determined as set forth in the then current Registration Statement of the Fund. 6.2 7.3 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. Sales of the Shares shall be on the terms described in the ProspectusRegistration Statement. The Distributor may enter into similar like arrangements with other investment companiescompanies so long as the performance of its obligations hereunder is not impaired thereby. The Distributor shall not be obligated to sell any specific number of Shares. 6.3 The Distributor shall provide or arrange for compensate the provision of the services Brokers as set forth in the PlanRegistration Statement. 6.4 The 7.4 In selling the Shares, the Distributor shall use reasonable its best efforts in all respects duly to conform with the requirements of all federal and state laws relating to the sale of such securities. Neither the Distributor nor any Broker 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 Prospectus and any sales literature approved by officers of the Fund. 7.5 The Distributor agrees to: (i) sell Shares only to an investor who is an “Eligible Investor” as that term is defined in the Registration Statement; (ii) obtain and comply with any investor certification requirements set forth in the Fund’s Registration Statement; and (iii) impose the requirements set forth in (i) and (ii) of this paragraph as a condition of the sales activity of any firm or other person with whom the Distributor enters into a selling group arrangement with respect to the Shares. 7.6 The Distributor shall sell Shares of the Fund to or through qualified Brokers in such a manner, includingnot inconsistent with the provisions hereof and the Fund’s Registration Statement, as the Distributor may determine from time to time, provided that no Broker or other person shall be appointed or authorized to act as agent of the Fund without limitation, all rules and regulations made or adopted pursuant to prior consent of the Securities Act, the Exchange Act, the Investment Company Act, the regulations of FINRA, or its predecessor, the National Association of Securities Dealers, and all other applicable federal and state laws, rules and regulations. Specifically, the Fund. 7.7 The Distributor shall adopt and follow procedures procedures, or cause the Fund’s agent to adopt or follow procedures, for the confirmation of transactions sales to investors and Brokers, the collection of amounts payable by investors and Brokers on such sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Rule 10b-10 under the Securities Exchange Act Rule 10b-10 and the rules of FINRA. 6.5 7.8 The Distributor and/or the Adviser may pay fees or concessions to Brokers, and may pay them to others in its discretion, in such amounts as the Distributor and/or the Adviser shall determine from time to time consistent with applicable regulations. 7.9 The Distributor will require each Broker to conform to the provisions hereof and the Registration Statement with respect to the net asset value, as applicable, of the Fund’s Shares, and neither the Distributor nor any such Broker shall withhold the placing of purchase orders so as to make a profit thereby. 7.10 The Distributor shall act as agent of the Trust Fund in connection with the sale and redemption repurchase of the Shares. Except as otherwise provided in this Agreement, the Distributor shall act as principal with respect to all other matters relating to the promotion or the sale of the Shares. 6.6 . The Distributor shall prepare reports enter into agreements with Brokers to offer and sell shares to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the terms of this Agreement. Each agreement with a Broker shall provide that the Broker agrees that it is acting as principal for the Board regarding its activities under this Agreement Broker's own account or as from time to time agent on behalf of the Broker's customers in all transactions in Shares (and not as agent of the Fund), except that in connection with orders for the purchase of Shares on behalf of any IRAs, 401(k) plans or other retirement plan accounts, by mail, telephone, or wire, the Broker shall be reasonably requested by agree it acts as agent for the Board, including reports regarding the use custodian or trustee of payments received by the Distributor under the Plansuch plans. 6.7 7.11 The Distributor agrees on behalf of itself to file with all necessary regulatory authorities, such as FINRA, the Securities and its employees to treat confidentially Exchange Commission (the “SEC”), the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (the “NFA”) such advertising and sales literature as proprietary information has been previously approved by the Fund. The Distributor agrees that it will have legal responsibility under all applicable laws, rules and regulations, including the rules and regulations of the Trust SEC, FINRA, CFTC and NFA for the form and use of all records advertising and other information relative to sales literature for the Portfolios and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, Fund which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings prepares, uses, approves for failure to complyuse and/or files with the SEC, when requested to divulge such information by duly constituted authoritiesFINRA, CFTC and/or NFA.

Duties of the Distributor. 6.1 The Distributor shall be responsible for preparing all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Portfolios, and shall file with the Financial Industry Regulatory Authority (“"FINRA”") or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations. 6.2 Sales of the Shares shall be on the terms described in the Prospectus. The Distributor may enter into similar arrangements with other investment companies. The Distributor shall not be obligated to sell any specific number of Shares. 6.3 The Distributor shall provide or arrange for the provision of the services set forth in the Plan. 6.4 The Distributor shall use reasonable efforts in all respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act, the Exchange Act, the Investment Company Act, the regulations of FINRA, or its predecessor, the National Association of Securities Dealers, and all other applicable federal and state laws, rules and regulations. Specifically, the Distributor shall adopt and follow procedures for the confirmation of transactions as may be necessary to comply with the requirements of Rule 10b-10 under the Securities Exchange Act and the rules of FINRA. 6.5 The Distributor shall act as agent of the Trust in connection with the sale and redemption of the Shares. Except as otherwise provided in this Agreement, the Distributor shall act as principal with respect to all other matters relating to the promotion or the sale of the Shares. 6.6 The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of payments received by the Distributor under the Plan. 6.7 The Distributor agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Portfolios and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities.

Duties of the Distributor. 6.1 The Distributor shall be responsible for preparing all devote reasonable time and effort to effect sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of shares of the PortfoliosTrust, and but shall file with the Financial Industry Regulatory Authority (“FINRA”) or the appropriate regulators all such materials as are required not be obligated to be filed under applicable laws and regulations. 6.2 sell any specific number of shares. Sales of the Shares shares shall be on the terms described in the Prospectus. The Distributor may enter into similar like arrangements with other investment companies. The Distributor shall not be obligated to sell any specific number of Shares. 6.3 The Distributor shall provide or arrange for 6.2 In selling the provision of shares, the services set forth in the Plan. 6.4 The Distributor shall use reasonable its best efforts in all respects duly to conform with the requirements of all federal and state laws relating to the sale of such securities. Neither the SharesDistributor nor any selected dealer nor any other person is authorized by the Trust to give any information or to make any representations, including, without limitation, all rules other than those contained in the Registration Statement or Prospectus and regulations made or adopted pursuant to any sales literature approved by appropriate officers of the Securities Act, the Exchange Act, the Investment Company Act, the regulations of FINRA, or its predecessor, the National Association of Securities Dealers, and all other applicable federal and state laws, rules and regulations. Specifically, the Trust. 6.3 The Distributor shall adopt and follow procedures for the confirmation of transactions sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Rule 10b-10 under the Securities Exchange Act NASD. 6.4 The Distributor shall have the right to enter into selected dealer agreements with registered and qualified securities dealers and other financial institutions of its choice for the rules sale of FINRAshares, provided that the Trust shall approve the forms of such agreements. Within the United States, the Distributor shall offer and sell shares only to such selected dealers as are members in good standing of the NASD. Shares sold to selected dealers shall be for resale by such dealers only at the offering price determined as set forth in the Prospectus. 6.5 The In performance its duties hereunder, the Distributor shall act as agent be an independent contractor and neither the Distributor, nor any of its officers, directors, employees, or representatives is or shall be an employee of the Trust in connection with the sale and redemption performance of the SharesDistributor's duties hereunder. Except as otherwise provided in this Agreement, the Distributor shall act as principal with respect to all other matters relating to the promotion or the sale of the Shares. 6.6 The Distributor shall prepare reports be responsible for its own conduct and the Board regarding employment, control, and conduct of its activities under this Agreement as from time agents and employees and for injury to time shall be reasonably requested by the Board, including reports regarding the use of payments received by the Distributor under the Plan. 6.7 such agents or employees or to others through its agents or employees. The Distributor assumes full responsibility for its agents and employees under applicable statutes and agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust pay all records and other information relative to the Portfolios and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authoritiesemployee taxes thereunder.

Duties of the Distributor. 6.1 The Distributor shall be responsible for preparing all devote reasonable time and effort to effect sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of shares of the PortfoliosTrust, and but shall file with the Financial Industry Regulatory Authority (“FINRA”) or the appropriate regulators all such materials as are required not be obligated to be filed under applicable laws and regulations. 6.2 sell any specific number of shares. Sales of the Shares shares shall be on the terms described in the Prospectus. The Distributor may enter into similar like arrangements with other investment companies. The Distributor shall not be obligated to sell any specific number of Shares. 6.3 The Distributor shall provide or arrange for 6.2 In selling the provision of shares, the services set forth in the Plan. 6.4 The Distributor shall use reasonable its best efforts in all respects duly to conform with the requirements of all federal and state laws relating to the sale of such securities. Neither the SharesDistributor nor any selected dealer nor any other person is authorized by the Trust to give any information or to make any representations, including, without limitation, all rules other than those contained in the Registration Statement or Prospectus and regulations made or adopted pursuant to any sales literature approved by appropriate officers of the Securities Act, the Exchange Act, the Investment Company Act, the regulations of FINRA, or its predecessor, the National Association of Securities Dealers, and all other applicable federal and state laws, rules and regulations. Specifically, the Trust. 6.3 The Distributor shall adopt and follow procedures for the confirmation of transactions sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Rule 10b-10 under the Securities Exchange Act NASD. 6.4 The Distributor shall have the right to enter into selected dealer agreements with registered and qualified securities dealers and other financial institutions of its choice for the rules sale of FINRAshares, provided that the Trust shall approve the forms of such agreements. Within the United States, the Distributor shall offer and sell shares only to such selected dealers as are members in good standing of the NASD. Shares sold to selected dealers shall be for resale by such dealers only at the offering price determined as set forth in the Prospectus. 6.5 The In performance of its duties hereunder, the Distributor shall act as agent be an independent contractor and neither the Distributor, nor any of its officers, directors, employees, or representatives is or shall be an employee of the Trust in connection with the sale and redemption performance of the SharesDistributor's duties hereunder. Except as otherwise provided in this Agreement, the Distributor shall act as principal with respect to all other matters relating to the promotion or the sale of the Shares. 6.6 The Distributor shall prepare reports be responsible for its own conduct and the Board regarding employment, control, and conduct of its activities under this Agreement as from time agents and employees and for injury to time shall be reasonably requested by the Board, including reports regarding the use of payments received by the Distributor under the Plan. 6.7 such agents or employees or to others through its agents or employees. The Distributor assumes full responsibility for its agents and employees under applicable statutes and agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust pay all records and other information relative to the Portfolios and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authoritiesemployee taxes thereunder.