Common use of Foreside’s Services and Duties; Exclusivity Clause in Contracts

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration as a broker-dealer in all States. Foreside will notify the Client immediately if it ceases maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shall, at the request of the Client or its agent (i) attempt to maintain active agreements with any Service Agents related to the servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) assist the Client in obtaining additional agreements with broker-dealers and other financial intermediaries. (e) Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under the applicable Fund’s Distribution Plan and Service Plan and other payments such as marketplace distribution, maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agents, the collection of amounts payable by investors and Service Agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securities Act, the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to Foreside. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (h) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended. (i) Neither Foreside, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved in writing by the Client or Foreside. (j) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client with any Laws applicable to the Client with which Foreside has no role in achieving compliance; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client or any other Person for compliance by the Client or Foreside with the Laws of any jurisdiction outside the territory of United States. (k) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client does not accept subscriptions and redemptions of its Shares (a “Business Day”). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (l) Foreside shall be the exclusive representative of the Client to act as principal underwriter of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s shareholders of dividends or other distributions; or (iv) any other offering by the Client of securities to their shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration not be required to register as a broker-dealer or file a consent to service of process in all States. any State if Foreside 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 if it determines that it would be uneconomical for it to do so, provided that Foreside will notify the Client immediately if it ceases of its determination not to register or to cease maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shallshall adopt and follow procedures for the confirmation of sales to investors and Selected Dealers or Selected Agents, at the request collection of amounts payable by investors and Selected Dealers or Selected Agents on such sales, and the Client or its agent cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA. (e) Foreside shall (i) attempt to maintain active agreements with any Service Selected Dealers and, Selected Agents related to the distribution or servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) assist the Client and Adviser in obtaining additional agreements with broker-dealers and other financial intermediaries. Notwithstanding anything in this Agreement, including the Appendices, to the contrary, Foreside makes no warranty or representation as to the number of Selected Dealers or Selected Agents with which it has entered into, or will enter into, agreements in accordance with Section 2.3 hereof or as to the availability of any Shares to be sold through any Selected Dealer, Selected Agent or other intermediary. (ef) Insofar as it is required to ensure compliance with the Conduct Rules, Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under Rule 12b-l under the applicable Fund’s Distribution Plan and Service Plan 1940 Act and other payments such as marketplace distribution, maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agents, the collection of amounts payable by investors and Service Agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securities Act, the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to Foreside. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization with respect to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (h) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended, or that could cause a Fund to act in contravention of the Fund' s Prospectus or any provision of the 1940 Act. (i) Neither Foreside, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved in writing by the Client or Foreside. (j) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client with any Laws applicable to the Client with which Foreside has no role in achieving complianceClient; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client or any other Person for compliance by the Client or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (kj) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client does not accept subscriptions and redemptions of its Shares (a “"Business Day”"). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (lk) Foreside shall be the exclusive representative of the Client to act as principal underwriter distributor of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s 's acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s 's shareholders of dividends or other distributions; or (iv) any other offering by the Client of securities to their its shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration as a broker-dealer in all States. Foreside will notify the Client immediately if it ceases maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shall, at the request of the Client or its agent (i) attempt to maintain active agreements with any Service Servicing Agents related to the servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) assist the Client in obtaining additional agreements with broker-dealers and other financial intermediaries. (e) Insofar as it is required to ensure compliance with the Conduct Rules, Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under Rule 12b-1 under the applicable Fund’s Distribution Plan and Service Plan 1940 Act and other payments such as marketplace distribution, maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agentsselected dealers or selected agents, the collection of amounts payable by investors and Service Agents 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 Securities Act, the 1934 Act, the 1940 Act, the Conduct Rules Act and all other Laws governing the sale of Shares or otherwise applicable to ForesideFINRA. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (h) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended. (i) Neither Foreside, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved approve in writing by the Client or Foresideits agents. (j) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client with any Laws applicable to the Client with which Foreside has no role in achieving compliance; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client or any other Person for compliance by the Client or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (k) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client does not accept subscriptions and redemptions of its Shares (a “Business Day”). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (l) Foreside shall be the exclusive representative of the Client to act as principal underwriter distributor of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s shareholders of dividends or other distributions; or (iv) any other offering by the Client of securities to their shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration not be required to register as a broker-dealer or file a consent to service of process in all States. any State if Foreside 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 if it determines that it would be uneconomical for it to do so, provided that Foreside will notify the Client immediately if it ceases of its determination not to register or to cease maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shallshall adopt and follow procedures for the confirmation of sales to investors and Selected Dealers or Selected Agents, at the request 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 Client or its agent NASD. (e) Foreside shall (i) attempt to maintain active agreements with any Service Selected Dealers and, Selected Agents related to the distribution or servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) assist the Client Adviser in obtaining additional agreements with broker-dealers and other financial intermediaries. Notwithstanding anything in this Agreement, including the Appendices, to the contrary, Foreside makes no warranty or representation as to the number of Selected Dealers or Selected Agents with which it has entered into, or will enter into, agreements in accordance with Section 2.3 hereof or as to the availability of any Shares to be sold through any Selected Dealer, Selected Agent or other intermediary. (ef) Insofar as it is required to ensure compliance with the Conduct Rules, Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under Rule 12b-1 under the applicable Fund’s Distribution Plan and Service Plan 1940 Act and other payments such as marketplace distribution, maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agents, the collection of amounts payable by investors and Service Agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securities Act, the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to Foreside. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization with respect to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (h) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended, or that could cause a Fund to act in contravention of the Fund’s Prospectus or any provision of the 1940 Act. (i) Neither Foreside, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved in writing by the Client or Foreside. (j) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client with any Laws applicable to the Client with which Foreside has no role in achieving complianceClient; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client or any other Person for compliance by the Client or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (kj) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client does not accept subscriptions and redemptions of its Shares (a “Business Day”). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (lk) Foreside shall be the exclusive representative of the Client to act as principal underwriter distributor of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s shareholders of dividends or other distributions; or (iv) any other offering by the Client of securities to their its shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration as a broker-dealer in all States. Foreside will notify the Client immediately if it ceases maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shall, at the request of the Client or its agent (i) attempt to maintain active agreements with any Service Servicing Agents related to the servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) assist the Client in obtaining additional agreements with broker-dealers and other financial intermediaries. (e) Insofar as it is required to ensure compliance with the Conduct Rules, Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under Rule 12b-1 under the applicable Fund’s Distribution Plan and Service Plan 1940 Act and other payments such as marketplace distribution, maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agentsselected dealers or selected agents, the collection of amounts payable by investors and Service Agents 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 Securities Act, 1934 Act and the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to ForesideNASD. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (h) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended. (i) Neither Foreside, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved approve in writing by the Client or Foresideits agents. (j) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client with any Laws applicable to the Client with which Foreside has no role in achieving compliance; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client or any other Person for compliance by the Client or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (k) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client does not accept subscriptions and redemptions of its Shares (a “Business Day”). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (l) Foreside shall be the exclusive representative of the Client to act as principal underwriter distributor of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s shareholders of dividends or other distributions; or (iv) any other offering by the Client of securities to their shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration as a broker-dealer in all States. Foreside will notify the Client immediately if it ceases maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shall, at the request of the Client or its agent (i) attempt to maintain active agreements with any Service Servicing Agents related to the servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) assist the Client in obtaining additional agreements with broker-dealers and other financial intermediaries. (e) Insofar as it is required to ensure compliance with the Conduct Rules, Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under Rule 12b-1 under the applicable Fund’s Distribution Plan and Service Plan 1940 Act and other payments such as marketplace distribution, maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agentsselected dealers or selected agents, the collection of amounts payable by investors and Service Agents 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 Securities Act, 1934 Act and the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to ForesideNASD. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (h) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended. (i) Neither Foreside, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s 's Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved approve in writing by the Client or Foresideits agents. (j) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client with any Laws applicable to the Client with which Foreside has no role in achieving compliance; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client or any other Person for compliance by the Client or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (k) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client does not accept subscriptions and redemptions of its Shares (a “Business Day”"BUSINESS DAY"). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (l) Foreside shall be the exclusive representative of the Client to act as principal underwriter distributor of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s 's acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s 's shareholders of dividends or other distributions; or (iv) any other offering by the Client of securities to their shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable best efforts to solicit orders to purchase Shares Interests of the Funds upon the terms and conditions contained herein and in the Client’s then current Prospectusprospectus (which term shall include the Client’s then-current Statement of Additional Information). Foreside shall devote reasonable time and effort to effect sales of Shares Interests but shall not be obligated to sell any specific number of SharesInterests. (b) Foreside shall maintain its registration as a broker-dealer in all States. Foreside will notify the Client immediately if it ceases maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the SharesInterests. (d) Foreside shall, at the request of the Client or its agent (i) attempt to maintain active agreements with any Service Agents related to the servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) shall assist the Client in obtaining additional entering into agreements with broker-dealers and other financial intermediariesintermediaries relating to the offer and sale of Interests and the ongoing servicing of the owner thereof. (e) Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made to Servicing Agents, and pay to to such Servicing Agents front-end sales loads (if not deducted from the offering price by each Fund under the applicable Fund’s Distribution Plan and Service Plan a Servicing Agent), and other payments (including payments to such Servicing Agents from the Adviser or its Affiliates) as marketplace distribution, maintenance and service feesmay be properly disclosed in the Fund’s prospectus, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt review, and follow procedures provide to the Client a summary of its review of all advertising and sales literature for the confirmation of Client no later than three business days after any routine advertising or sales to investors literature is proposed and Service Agents, the collection of amounts payable received by investors Foreside’ compliance department (five business days after any extraordinary advertising or sales literature is proposed and Service Agents on such salesreceived), and file such material with the cancellation of unsettled transactionsNASD or appropriate regulatory body, as may be necessary to comply with the requirements of the Securities Act, the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to Foresiderequired. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (h) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended. (ih) Neither Foreside, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s the Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved in writing by the Client or Foresideits agents. (ji) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client with any Laws applicable to the Client with which Foreside has no role in achieving compliance; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to the Client or any other Person for compliance by the Client or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (kj) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other than a day on which the Client does not accept subscriptions and redemptions of its Shares New York Stock Exchange is open for business (a “Business Day”). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (l) Foreside shall be the exclusive representative of the Client to act as principal underwriter of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s shareholders of dividends or other distributions; or (iv) any other offering by the Client of securities to their shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration as a broker-dealer in all States. Foreside will notify the Client Clients immediately if it ceases maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shall, at the request of the Client or its agent Clients (i) attempt to maintain active agreements with any Service Servicing Agents related to the servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) assist the Client Adviser to the Fund in obtaining additional agreements with broker-dealers and other financial intermediaries. (e) Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under the applicable Fund’s Distribution Plan and Service Plan and other payments such as marketplace distribution, maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agents, the collection of amounts payable by investors and Service Agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securities Act, the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to Foreside. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (hf) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended. (ig) Neither Foreside,, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved approve in writing by the Client or Foresideits agents. (jh) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client Clients with any Laws applicable to the Client Clients with which Foreside has no role in achieving compliance; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client Clients or any other Person for compliance by the Client Clients or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (ki) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client Clients does not accept subscriptions and redemptions of its Shares (a “Business Day”). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (lj) Foreside shall be the exclusive representative of the Client Clients to act as principal underwriter distributor of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s shareholders of dividends or other distributions; or (iv) any other offering by the Client Clients of securities to their shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration as a broker-dealer in all States. Foreside will notify the Client immediately if it ceases maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shall, at the request of the Client or its agent (i) attempt to maintain active agreements with any Service Servicing Agents related to the servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) assist the Client in obtaining additional agreements with broker-dealers and other financial intermediaries. (e) Insofar as it is required to ensure compliance with the Conduct Rules, Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under Rule 12b-1 under the applicable Fund’s Distribution Plan and Service Plan 1940 Act and other payments such as marketplace distribution, maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agentsselected dealers or selected agents, the collection of amounts payable by investors and Service Agents 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 Securities Act, 1934 Act and the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to ForesideFINRA. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (h) Foreside shall review, and provide to the Client a summary of its review of all advertising and sales literature for the Client no later than three business days after any routine advertising or sales literature is proposed and received by Foreside' compliance department (five business days after any extraordinary advertising or sales literature is proposed and received), and file such material with the FINRA or appropriate regulatory body, as required. (i) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended. (ij) Neither Foreside, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s 's Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved approve in writing by the Client or Foresideits agents. (jk) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client with any Laws applicable to the Client with which Foreside has no role in achieving compliance; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client or any other Person for compliance by the Client or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (kl) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client does not accept subscriptions and redemptions of its Shares (a “"Business Day”"). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (lm) Foreside shall be the exclusive representative of the Client to act as principal underwriter distributor of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s 's acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s 's shareholders of dividends or other distributions; or (iv) any other offering by the Client of securities to their shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration as a broker-dealer in all States. Foreside will notify the Client Clients immediately if it ceases maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shall, at the request of the Client or its agent Clients (i) attempt to maintain active agreements with any Service Servicing Agents related to the servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) assist the Client Adviser to the Fund in obtaining additional agreements with broker-dealers and other financial intermediaries. (e) Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under the applicable Fund’s Distribution Plan and Service Plan and other payments such as marketplace distribution, maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agents, the collection of amounts payable by investors and Service Agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securities Act, the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to Foreside. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (hf) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended. (ig) Neither Foreside,, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s 's Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved approve in writing by the Client or Foresideits agents. (jh) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client Clients with any Laws applicable to the Client Clients with which Foreside has no role in achieving compliance; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client Clients or any other Person for compliance by the Client Clients or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (ki) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client Clients does not accept subscriptions and redemptions of its Shares (a “"Business Day”"). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (lj) Foreside shall be the exclusive representative of the Client Clients to act as principal underwriter distributor of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s 's acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s 's shareholders of dividends or other distributions; or (iv) any other offering by the Client Clients of securities to their shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration as a broker-dealer in all States. Foreside will notify the Client Clients immediately if it ceases maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shall, at the request of the Client or its agent Clients (i) attempt to maintain active agreements with any Service Servicing Agents related to the servicing of the Funds that, prior to the Effective Date of this the Agreement, acted in similar capacities for a Fund, and (ii) assist the Client Advisor to the Fund in obtaining additional agreements with broker-dealers and other financial intermediaries. (e) Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under the applicable Fund’s Distribution Plan and Service Plan and other payments such as marketplace distribution, maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agents, the collection of amounts payable by investors and Service Agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securities Act, the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to Foreside. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (hf) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended. (ig) Neither Foreside, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved approve in writing by the Client or Foresideits agents. (jh) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client Clients with any Laws applicable to the Client Clients with which Foreside has no role in achieving compliance; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client Clients or any other Person for compliance by the Client Clients or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (ki) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client Clients does not accept subscriptions and redemptions of its Shares (a “Business Day”). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (lj) Foreside shall be the exclusive representative of the Client Clients to act as principal underwriter distributor of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s shareholders of dividends or other distributions; or (iv) any other offering by the Client Clients of securities to their shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then then-current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration as a broker-dealer in all States. Foreside will notify the Client immediately if it ceases maintaining registration in advance of any required filing or renewal date. (c) In The performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shall, at the request of the Client or its agent (i) attempt to maintain active agreements with any Service Servicing Agents related to the servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) assist the Client in obtaining additional agreements with broker-dealers and other financial intermediaries. (e) Insofar as it is required to ensure compliance with the Conduct Rules, Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under Rule 12b-1 under the applicable Fund’s Distribution Plan and Service Plan 1940 Act and other payments such as marketplace distribution, distribution maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agentsselected dealers or selected agents, the collection of amounts payable by investors and Service Agents 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 Securities ActExchange Act of 1934, as amended (the "1934 Act, ") and the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to ForesideFINRA. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (h) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended. (i) Neither Foreside, Foreside nor any other person acting on behalf of Foreside Foreside, is authorized to give any information or to make any representations other than as is contained in a Fund’s Prospectus, statement of additional information, 's Prospectus or any advertising materials or sales literature specifically approved in writing by the Client or Foresideits designated agents. (j) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client with any Laws applicable to the Client with which Foreside has no role in achieving compliance; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client or any other Person for compliance by the Client or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (k) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client does not accept subscriptions and redemptions of its Shares (a “"Business Day”"). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (l) Foreside shall be the exclusive representative of the Client to act as principal underwriter Principal Underwriter of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s 's acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s 's shareholders of dividends or other distributions; or (iv) any other offering by the Client of securities to their shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable efforts to solicit orders to purchase Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration not be required to register as a broker-dealer or file a consent to service of process in all States. any State if Foreside 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 if it determines that it would be uneconomical for it to do so, provided that Foreside will notify the Client immediately if it ceases of its determination not to register or to cease maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal and State Laws relating to the offer and sale of the Shares. (d) Foreside shallshall adopt and follow procedures for the confirmation of sales to investors and Selected Dealers or Selected Agents, at the request collection of amounts payable by investors and Selected Dealers or Selected Agents on such sales, and the Client or its agent cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA. (e) Foreside shall (i) attempt to maintain active agreements with any Service Selected Dealers and, Selected Agents related to the distribution or servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) assist the Client and Adviser in obtaining additional agreements with broker-dealers and other financial intermediaries. Notwithstanding anything in this Agreement, including the Appendices, to the contrary, Foreside makes no warranty or representation as to the number of Selected Dealers or Selected Agents with which it has entered into, or will enter into, agreements in accordance with Section 2.3 hereof or as to the availability of any Shares to be sold through any Selected Dealer, Selected Agent or other intermediary. (ef) Insofar as it is required to ensure compliance with the Conduct Rules, Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made by each Fund under Rule 12b-1 under the applicable Fund’s Distribution Plan and Service Plan 1940 Act and other payments such as marketplace distribution, maintenance and service fees, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt and follow procedures for the confirmation of sales to investors and Service Agents, the collection of amounts payable by investors and Service Agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securities Act, the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to Foreside. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization with respect to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (h) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended, or that could cause a Fund to act in contravention of the Fund’s Prospectus or any provision of the 1940 Act. (i) Neither Foreside, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved in writing by the Client or Foreside. (j) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client with any Laws applicable to the Client with which Foreside has no role in achieving complianceClient; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to Client or any other Person for compliance by the Client or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (kj) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other day on which the Client does not accept subscriptions and redemptions of its Shares (a “Business Day”). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (lk) Foreside shall be the exclusive representative of the Client to act as principal underwriter distributor of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s shareholders of dividends or other distributions; or (iv) any other offering by the Client of securities to their its shareholders.

Foreside’s Services and Duties; Exclusivity. (a) Foreside shall use reasonable best efforts to solicit orders to purchase Shares of the Funds Client upon the terms and conditions contained herein and in the Client’s then current Prospectusprospectus. Foreside shall devote reasonable time and effort to effect sales of Shares but shall not be obligated to sell any specific number of Shares. (b) Foreside shall maintain its registration as a broker-dealer in all States. Foreside will notify the Client immediately if it ceases maintaining registration in advance of any required filing or renewal date. (c) In performing its services under this Agreement, Foreside shall conform in all respects with the requirements of all Federal federal and State Laws state laws relating to the offer and sale of the Shares. (d) Foreside shall, at the request of the Client or its agent (i) attempt to maintain active agreements with any Service Agents related to the servicing of the Funds that, prior to the Effective Date of this Agreement, acted in similar capacities for a Fund, and (ii) shall assist the Client in obtaining additional entering into agreements with broker-dealers and other financial intermediariesintermediaries relating to the offer and sale of Shares and the ongoing servicing of the owner thereof. (e) Foreside shall track and maintain appropriate information regarding each Fund’s compliance with Conduct Rule 2830 with respect to payments made to Servicing Agents, and pay to such Servicing Agents front-end sales loads (if not deducted from the offering price by each Fund under the applicable Fund’s Distribution Plan and Service Plan a Servicing Agent), and other payments (including payments to such Servicing Agents from the Adviser or its Affiliates) as marketplace distribution, maintenance and service feesmay be properly disclosed in the Prospectus, and shall make quarterly reports to the Board regarding such payments. (f) Foreside shall adopt review, and follow procedures provide to the Client a summary of its review of all advertising and sales literature for the confirmation of Client no later than three business days after any routine advertising or sales to investors literature is proposed and Service Agents, the collection of amounts payable received by investors and Service Agents on such salesForeside’s compliance department, and the cancellation of unsettled transactionsfive business days after any extraordinary advertising or sales literature is proposed and received, and file such material with FINRA or other appropriate regulatory body, as may be necessary to comply with the requirements of the Securities Act, the 1934 Act, the 1940 Act, the Conduct Rules and all other Laws governing the sale of Shares or otherwise applicable to Foresiderequired. (g) Foreside shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Foreside is not responsible for any operational matters associated with FundSERV or Networking transactions. (h) Nothing contained herein shall be construed to require Foreside to perform any service that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended. (ih) Neither Foreside, nor any other person acting on behalf of Foreside is authorized to give any information or to make any representations other than as is contained in a Fund’s the Prospectus, statement of additional information, or any advertising materials or sales literature specifically approved in writing by the Client or Foresideits agents. (ji) Except as specifically set forth in this Agreement to the contrary, Foreside assumes no responsibility for compliance by the Client with any Laws applicable to the Client with which Foreside has no role in achieving compliance; and, notwithstanding any other provision of this Agreement to the contrary, Foreside assumes no responsibility under this Agreement to the Client or any other Person for compliance by the Client or Foreside with the Laws of any jurisdiction outside other than those of the territory of United States. (kj) Nothing contained in this Agreement shall require Foreside to perform any functions or duties on any weekend day or on any other than a day on which the Client does not accept subscriptions and redemptions of its Shares New York Stock Exchange is open for business (a “Business Day”). Functions or duties normally scheduled to be performed on any day that is not a Business Day shall be performed on, and as of, the next Business Day, unless otherwise required by applicable Law. (l) Foreside shall be the exclusive representative of the Client to act as principal underwriter of the Client with respect to Shares of the Funds and Classes, except that the rights given under this Agreement to Foreside shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or Class thereof; (ii) a Fund’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by a Fund’s shareholders of dividends or other distributions; or (iv) any other offering by the Client of securities to their shareholders.