Common use of Limits of Liability Clause in Contracts

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look only to the assets of the Fund for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of DelawareOhio, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed one hundred and fifty percent (150%) of the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of DelawareSecurities and Exchange Commission, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the FundFund or any Portfolio; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundFund or other past underwriter. B. Distributor may apply to the Fund at any time for instructions and may consult with counsel for the FundFund or a Portfolio, counsel for the Fund’s Independent Trusteesindependent Directors, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration Articles of Trust (“Declaration of Trust”) Incorporation is on file with the Secretary of the state State of DelawareMaryland, and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees Directors individually and that the obligations of this instrument are not binding upon any of the trusteesDirectors, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the FundFund (or if the matter relates only to a particular Portfolio, then that particular Portfolio), and Distributor shall look only to the assets of the Fund (or the particular Portfolio), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundPortfolios, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent Trusteesindependent Board members, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration Deed of Constitution of Trust (the “Declaration of TrustDeed”) is on file with recorded in the Secretary Trusts Registry of the state Notarial Inspection Office of Delawarethe Puerto Rico Supreme Court (Registration No. FDC-29012021-165), and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the FundTrust’s trustees Board members individually and that the obligations of this instrument are not binding upon any of the trusteesTrust’s Board members, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative Any liability of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts Company with respect to an Award shall be based solely upon the contractual obligations created under the Plan and the Award Agreement. None of the Company, any matter arising in connection with Distributor’s duties or member of the Services. Distributor Board nor any member of the Committee shall not be liable or accountable have any liability to any party for any action taken or omitted by it not taken, in good faith faith, in accordance connection with or under the Plan. If the Company cannot, by the exercise of commercially reasonable efforts, obtain authority from any regulatory body having jurisdiction for the sale of any Shares under this Plan, and such instruction authority is deemed by the Company’s counsel to be necessary to the lawful issuance of those Shares, the Company will be relieved of any liability for failing to issue or with the reasonable opinion of such counselsell those Shares. If Shares subject to an Award exceed, accountants, or other experts qualified to render such opinion. C. A copy as of the Fund’s Agreement and Declaration date of Trust (“Declaration grant, the number of Trust”) is Shares which may be issued under the Plan without additional shareholder approval, that Award will be contingent with respect to such excess Shares, on file with the Secretary effectiveness under Applicable Law of a sufficient increase in the state number of Delaware, and notice is hereby given that Shares subject to this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of Plan. The Company will pay all amounts payable under this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look Plan only to the assets applicable Participant, or beneficiaries entitled thereto pursuant to this Plan. The Company will not be liable for the debts, contracts, or engagements of any Participant or his or her beneficiaries, and rights to cash payments under this Plan may not be taken in execution by attachment or garnishment, or by any other legal or equitable proceeding while in the hands of the Fund for the satisfaction of such obligations. D. Distributor shall Company. The Company will not be held to have notice of any change of authority of any officer, agent, representative, liability or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters obligations relating to the Fund, includingany tax consequence expected, but not limited torealized, compliance with by any Participant or other person as a result of the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by lawgrant, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to vesting, expiration, termination or exercise an amount that shall not exceed the total compensation received by Distributor Award under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory assertedPlan. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware[State], and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look only to the assets of the Fund for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 1224-month period or, if the Agreement is in effect for less than a year 24 months at the time of liability, then the most recent one-month period annualizedmultiplied by 24. This limitation shall apply regardless of the cause of action or legal theory asserted, except that the limitation shall not apply to the extent that the Losses arise directly or indirectly out of Distributor’s willful misfeasance, bad faith, gross negligence in the performance of its duties or reckless disregard of its obligations and duties hereunder. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action action, or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to concerning any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with following such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations.. Ultimus Distribution Agreement D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, providers until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (43) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; (4) any trade processing or settlement, including, without limitation, any operational matters associated with FundSERV or networking transactions; and (45) any error, action or omission by the Trust, a Fund., the Advisor, or any person or entity providing services to the Trust, a Fund, or the Advisor, except to the extent such other person or entity has been engaged by Distributor as a subcontractor to perform some or all of the Services to be performed by Distributor under this Agreement (a “Subcontractor”), in which event Distributor shall be liable for the errors, actions, and/or omissions of such Subcontractor to the same extent as if such errors, actions, and/or omissions were Distributor’s errors, actions, and/or omissions. For the avoidance of doubt, and without intending to limit the foregoing, Distributor shall not be liable for any error, action or omission of any service provider to the Trust, a Fund, or the Advisor, including, without limitation, any transfer agent, administrator, fund accountant, adviser, custodian, Ultimus Distribution Agreement March 5, 2021 B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of DelawareOhio, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.. Ultimus Distribution Agreement March 5, 2021

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look only to the assets of the Fund for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 1218-month period or, if the Agreement is in effect for less than a year 18 months at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of DelawareOhio, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations.. Xxxxxxxx, XxXxxxx D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed one hundred and fifty percent (150%) of the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration Certificate of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. . D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor either party be liable to the other party for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor the party was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor Service Provider shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant according to any instruction, notice, or other instrument that Distributor Service Provider reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the FundFund or any Fund (other than by an employee or other affiliated person of Service Provider); (2) operating under its own initiative, in good faith and in accordance with following the standard of care set forth herein, in performing its duties or the Services; (3) using valuation information provided by the Fund’s approved third-party pricing service(s) or the investment adviser(s) to the Fund to value a Fund’s portfolio holdings; (4) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond DistributorService Provider’s reasonable control; and (45) any error, action action, or omission by the FundFund (other than an error, action, or omission caused by an employee or other affiliated person of Service Provider) or other past or current service provider. B. Distributor Service Provider may apply to the Fund at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent independent Trustees, and with accountants and other experts with respect to concerning any matter arising in connection with Distributorconcerning Service Provider’s duties or the Services. Distributor Service Provider shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with following such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument Agreement is executed on behalf of the Fund and not the Fund’s trustees Trustees individually and that the obligations of this instrument Agreement are not binding upon any of the trusteesTrustees, officers, officers or Shareholders individually, and that such obligations shareholders individually but are binding only upon the assets and property of the Fund, Fund and Distributor Service Provider shall look only to the assets of the Fund for the satisfaction of such obligations. D. Distributor Service Provider shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of any of the Fund, the Advisor, ’s investment advisers or any of the Fund’s other service providers, providers until receipt of written notice thereof from the Fundinvestment adviser or other service provider. As used in this Agreement, “investment adviser” includes all sub-advisers or persons performing similar services. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, including but not limited to, to compliance with the 1940 Act and Act, the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the USA PATRIOT Act of 2001, the Sarbanes Oxley Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the prospectus and statement of additional information. DistributorService Provider’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor either party be liable to the other for trading losses, lost revenues, special, incidental, punitive, indirect, consequential consequential, or exemplary damages damages, or lost profits, whether or not such damages were foreseeable or Distributor the other party was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware, and notice Notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the AdvisorAdviser, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor Ultimus shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor Ultimus reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the FundCorporation (other than an employee or other affiliated persons of Ultimus who may otherwise be named as an authorized representative of the Corporation for certain purposes); (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) using valuation information provided by the Corporation’s approved third-party pricing service(s) or the investment adviser(s) to the Corporation for the purpose of valuing a Fund’s portfolio holdings; (4) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s Ultimus’ reasonable control; and (45) any error, action or omission by the FundCorporation or other past or current service provider. B. Distributor Ultimus may apply to the Fund Corporation at any time for instructions and may consult with counsel for the FundCorporation, counsel for the FundCorporation’s Independent Trusteesindependent Directors, and with accountants and other experts with respect to any matter arising in connection with Distributor’s Ultimus’ duties or the Services. Distributor Ultimus shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundCorporation’s Agreement and Declaration Articles of Trust (“Declaration of Trust”) Incorporation is on file with the Secretary of the state State of DelawareMaryland, and notice is hereby given that this instrument is executed on behalf of the Fund Corporation and not the Fund’s trustees Directors individually and that the obligations of this instrument are not binding upon any of the trusteesDirectors, officers, officers or Shareholders individually, and that such obligations shareholders individually but are binding only upon the assets and property of the Fund, Corporation and Distributor Ultimus shall look only to the assets of the Fund Corporation, for the satisfaction of such obligations. D. Distributor Ultimus shall not be held to have notice of any change of authority of any officer, agent, representative, representative or employee of the FundCorporation, the Advisor, Corporation’s investment adviser or any of the FundCorporation’s other service providers, providers until receipt of written notice thereof from the FundCorporation. As used in this Agreement, the term “investment adviser” includes all sub-advisers or person performing similar services. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, Corporation including but not limited to, to compliance with the 1940 Act and Act, the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the USA PATRIOT Act of 2001, the Sarbanes Oxley Act of 2002 and the policies and limitations of the Corporation to the portfolio investments as set forth in the Form N-2. Distributor’s Ultimus’ monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Corporation agrees to limit Distributor’s Ultimus’ liability for the FundCorporation’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor Ultimus under this Agreement during the most recent rolling 12-12- month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor Ultimus be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor Ultimus was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may may, with approval of the Fund, consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look only to the assets of the Fund for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted.. Notwithstanding the foregoing, this Section 11.2.F. shall not limit Distributor’s liability for any Losses suffered by the Fund to the extent such Losses arise out of Distributor’s failure to exercise the standard of care set forth in Section 11.1 G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of DelawareMassachusetts, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative Officer of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events not caused by Distributor, its employees, agents, or subcontractors and beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion.. Ultimus Distribution Agreement Peak Income Plus Fund, November 17, 2022 C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look only to the assets of the Fund for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualizedAgreement. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of DelawareOhio, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 1224-month period or, if the Agreement is in effect for less than a year two (2) years at the time of liability, then the most recent one-month period annualizedcompensation received to date plus the average monthly compensation times the number of remaining months to arrive at 24 months of compensation. . This limitation shall apply regardless of the cause of action or legal theory asserted, provided, however, that the foregoing limitation shall not apply to liability resulting from the Distributor’s willful misfeasance, bad faith, fraud and gross negligence. G. In no event shall Distributor a party be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profitsprofits of the other party, whether or not such damages were foreseeable or Distributor such other party was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration Certificate of Trust (“Declaration of Trust”) Incorporation is on file with the Secretary of the State (or equivalent authority) of the state of Delawarein which the Trust is organized, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, Ultimus Distribution Agreement December 14, 2020 Page 6 of 18 then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To X. Xx the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In X. Xx no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with Northern Lights Distribution Agreement September 29, 2023 Page 6 of 18 the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware[_________], and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 1218-month period or, if the Agreement is in effect for less than a year 18 months at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration Certificate of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations.. February 1, 2019 D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor either party be liable to the other party for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor the party was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund or any other past underwriter of a Fund. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion.. Ultimus Distribution Agreement September 22, 2023 C. A copy of Notice is hereby given that the FundTrust’s Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) is on file with the Secretary of the state of Delaware, and notice is hereby given that this instrument is has been executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the particular Fund for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust or the Advisor. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing duty to oversee such compliancecompliance matters. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may may, with approval of the Fund, consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look only to the assets of the Fund for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund.. [Axxes Opportunistic Credit Fund, May 29, 2024 E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted.. Notwithstanding the foregoing, this Section 11.2.F. shall not limit Distributor’s liability for any Losses suffered by the Fund to the extent such Losses arise out of Distributor’s failure to exercise the standard of care set forth in Section 11.1 G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion.. Unified Distribution AgreementFebruary 1, 2019 Page 6 of 19 C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of DelawareState of, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware, and notice Notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. . D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the AdvisorAdviser, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor Xxxxxxx shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any oral, written, or electric instruction, notice, request, record, order, document, report, resolution, certificate, consent, data, authorization, instrument, or other instrument item of any kind that Distributor Ultimus reasonably believes to be genuine and to have been signed signed, presented, or presented furnished by a duly authorized representative of the FundBDC (other than an employee or other affiliated persons of Xxxxxxx who may otherwise be named as an authorized representative of the BDC for certain purposes); (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s Ultimus’ reasonable control; and, including, without limitation, corrupt, faulty or inaccurate data provided to Ultimus by third parties; (4) any error, action or omission by the FundBDC or other past or current service provider; and (5) any failure to properly register the BDC’s shares in accordance with the Securities Act or any state blue sky laws. B. Distributor Xxxxxxx may apply to the Fund BDC at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, BDC and with accountants and other experts with respect to any matter arising in connection with Distributor’s Xxxxxxx’ duties or the Services. Distributor Ultimus shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundBDC’s Agreement and Declaration certificate of Trust (“Declaration of Trust”) formation is on file with the Secretary of State (or equivalent authority) of the state of Delawarein which the BDC is organized, and notice is hereby given that this instrument is the BDC’s organizational documents are executed on behalf of the Fund BDC and not the Fund’s trustees shareholders individually and that the obligations of this instrument are not binding upon any of the trustees, officers, officers or Shareholders individually, and that such obligations shareholders individually but are binding only upon the assets and property of the FundBDC, and Distributor Ultimus shall look only to the assets of the Fund BDC for the satisfaction of such obligations. D. Distributor Xxxxxxx shall not be held to have notice of any change of authority of any officer, agent, representative, representative or employee of the FundBDC, the Advisor, BDC’s investment adviser or any of the FundBDC’s other service providers, providers until receipt of written notice thereof from the FundBDC (as applicable). As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar services. E. The Board BDC has and retains primary responsibility for oversight of all compliance matters relating to the FundBDC, including, but not limited to, compliance with the 1940 Act and Investment Company Act, the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the USA PATRIOT Act of 2001, the Sarbanes Oxley Act of 2002 and the policies and limitations of the BDC relating to the portfolio investments as set forth in the prospectus and statement of additional information. Distributor’s Ultimus’ monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund BDC agrees to limit Distributor’s Ultimus’ liability for the FundBDC’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor Ultimus under this Agreement during the most recent rolling 12-month period or, if or the actual time period this Agreement is has been in effect for if less than a year at the time of liability, then the most recent one-month period annualized12 months. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor Ultimus be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor Xxxxxxx was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look only to the assets of the Fund for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing duties to oversee such compliancecompliance matters. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event No party hereto shall Distributor be liable for trading lossesany special, lost revenues, specialindirect, incidental, punitive, indirect, consequential or exemplary losses or damages or lost profitssuffered by the other parties hereto, whether or not the likelihood of such losses or damages were foreseeable or Distributor was advised of known by the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this sectionparty.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the AdvisorAdviser, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s 's reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the Fund’s Independent Trust's independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s 's duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Trust's Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. . D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the Fund’s Trust's other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s 's monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s 's liability for the Fund’s Trust's Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services, provided that the Distributor shall reasonably seek advice from the Trust or a Fund when it deems necessary; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. . D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state Commonwealth of DelawareMassachusetts, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are Agreement is not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations.. Xxxxxx Xxxxxx & Xxxxxx Trust D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the AdvisorAdviser, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor a party be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profitsprofits of the other party, whether or not such damages were foreseeable or Distributor such other party was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state Commonwealth of DelawareMassachusetts, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are Agreement is not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations.. Oak Associates Funds D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the AdvisorAdviser, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor either party be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, or other indirect damages, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion.. Unified Distribution AgreementDecember 19, 2018 Page 6 of 18 C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of DelawareState of, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of DelawareOhio, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor Ultimus shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor Ultimus reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the FundCorporation (other than an employee or other affiliated persons of Ultimus who may otherwise be named as an authorized representative of the Corporation for certain purposes); (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) using valuation information provided by the Corporation’s approved third-party pricing service(s) or the investment adviser(s) to the Corporation for the purpose of valuing a Fund’s portfolio holdings; (4) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s Ultimus’ reasonable control; and (45) any error, action or omission by the FundCorporation or other past or current service provider. B. Distributor Ultimus may apply to the Fund Corporation at any time for instructions and may consult with counsel for the FundCorporation, counsel for the FundCorporation’s Independent Trusteesindependent Directors, and with accountants and other experts with respect to any matter arising in connection with Distributor’s Ultimus’ duties or the Services. Distributor Ultimus shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundCorporation’s Agreement and Declaration Articles of Trust (“Declaration of Trust”) Incorporation is on file with the Secretary of the state State of DelawareNew York, and notice is hereby given that this instrument is executed on behalf of the Fund Corporation and not the Fund’s trustees Directors individually and that the obligations of this instrument are not binding upon any of the trusteesDirectors, officers, officers or Shareholders individually, and that such obligations shareholders individually but are binding only upon the assets and property of the Fund, Corporation and Distributor Ultimus shall look only to the assets of the Fund Corporation, for the satisfaction of such obligations. D. Distributor Ultimus shall not be held to have notice of any change of authority of any officer, agent, representative, representative or employee of the FundCorporation, the Advisor, Corporation’s investment adviser or any of the FundCorporation’s other service providers, providers until receipt of written notice thereof from the FundCorporation. As used in this Agreement, the term “investment adviser” includes all sub-advisers or person performing similar services. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, Corporation including but not limited to, to compliance with the 1940 Act and Act, the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the USA PATRIOT Act of 2001, the Sarbanes Oxley Act of 2002 and the policies and limitations of the Corporation to the portfolio investments as set forth in the Form N-2. Distributor’s Ultimus’ monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Corporation agrees to limit Distributor’s Ultimus’ liability for the FundCorporation’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor Ultimus under this Agreement during the most recent rolling 12-12- month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor Ultimus be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor Ultimus was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy Distributor agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Fund and not to the Trustees, officers or shareholders of the Fund. It is expressly agreed that the obligations of the Fund hereunder are not binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the property of the Fund, as provided in the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware, as it may be amended and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look only restated from time to the assets of the Fund for the satisfaction of such obligationstime. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, or lost profits, and any special, incidental, punitive, indirect, consequential or exemplary damages or lost profitsresulting therefrom, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services, provided that the Distributor shall reasonably seek advice from the Trust or a Fund when it deems necessary; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware[State], and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look only to the assets of the Fund for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of DelawareOhio, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations.. Ultimus Distribution Agreement D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Trust agrees to limit Distributor’s liability for the FundTrust’s Losses (as defined below) to an amount that shall not exceed one hundred and fifty percent (150%) of the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware, and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look only to the assets of the Fund for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance.. Ultimus Distribution Agreement MidBridge Private Markets Fund F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Corporation or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundCorporation or other past underwriter. B. Distributor may apply to the Fund Corporation at any time for instructions and may consult with counsel for the Corporation or a Fund, counsel for the FundCorporation’s Independent Trusteesindependent Directors, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundCorporation’s Agreement and Declaration of Trust (“Declaration of Trust”) Corporation is on file with the Secretary of the state State of Delawareincorporation, and notice is hereby given that this instrument is executed on behalf of the Fund Corporation and not the Fund’s trustees Directors individually and that the obligations of this instrument are not binding upon any of the trusteesDirectors, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Corporation (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Corporation (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundCorporation, the Advisor, or any of the FundCorporation’s other service providers, until receipt of written notice from the FundCorporation. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund Corporation agrees to limit Distributor’s liability for the FundCorporation’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the Fund. B. Distributor may apply to the Fund at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy Distributor agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Fund and not to the Trustees, officers or shareholders of the Fund. It is expressly agreed that the obligations of the Fund hereunder are not binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the property of the Fund, as provided in the Fund’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state of Delaware, as it may be amended and notice is hereby given that this instrument is executed on behalf of the Fund and not the Fund’s trustees individually and that the obligations of this instrument are not binding upon any of the trustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Fund, and Distributor shall look only restated from time to the assets of the Fund for the satisfaction of such obligationstime. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Fund, the Advisor, or any of the Fund’s other service providers, until receipt of written notice from the Fund. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) ), other than liability resulting from the Distributor’s willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder, to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if or the actual time period this Agreement is has been in effect for if less than a year at the time of liability, then the most recent one-month period annualized12 months. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor Xxxxxxx shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any oral, written, or electric instruction, notice, request, record, order, document, report, resolution, certificate, consent, data, authorization, instrument, or other instrument item of any kind that Distributor Ultimus reasonably believes to be genuine and to have been signed signed, presented, or presented furnished by a duly authorized representative of the FundBDC (other than an employee or other affiliated persons of Xxxxxxx who may otherwise be named as an authorized representative of the BDC for certain purposes); (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s Ultimus’ reasonable control; and, including, without limitation, corrupt, faulty or inaccurate data provided to Ultimus by third- parties; (4) any error, action or omission by the BDC or other past or current service provider; and (5) any failure to properly register the BDC’s shares in accordance with the Securities Act or any state blue sky laws. Ultimus BDC Transfer Agent Services Agreement New Mountain Private Credit Fund. B. Distributor Xxxxxxx may apply to the Fund BDC at any time for instructions and may consult with counsel for the Fund, counsel for the Fund’s Independent Trustees, BDC and with accountants and other experts with respect to any matter arising in connection with Distributor’s Xxxxxxx' duties or the Services. Distributor Ultimus shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundBDC’s Agreement and Declaration certificate of Trust (“Declaration of Trust”) formation is on file with the Secretary of State (or equivalent authority) of the state of Delawarein which the BDC is organized, and notice is hereby given that this instrument is the BDC’s organizational documents are executed on behalf of the Fund BDC and not the Fund’s trustees shareholders individually and that the obligations of this instrument are not binding upon any of the trustees, officers, officers or Shareholders individually, and that such obligations shareholders individually but are binding only upon the assets and property of the FundBDC, and Distributor Ultimus shall look only to the assets of the Fund BDC for the satisfaction of such obligations. D. Distributor Xxxxxxx shall not be held to have notice of any change of authority of any officer, agent, representative, representative or employee of the FundBDC, the Advisor, BDC’s investment adviser or any of the FundBDC’s other service providers, providers until receipt of written notice thereof from the FundBDC (as applicable). As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar services. E. The Board BDC has and retains primary responsibility for oversight of all compliance matters relating to the FundBDC, including, but not limited to, compliance with the 1940 Act all applicable laws and regulations and the USA PATRIOT Act policies and limitations of 2001the BDC relating to the portfolio investments as set forth in the offering and subscription documents. Distributor’s Ultimus’ monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund BDC agrees to limit Distributor’s Ultimus’ liability for the FundBDC’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor Ultimus under this Agreement during the most recent rolling 12-12- month period or, if or the actual time period this Agreement is has been in effect for if less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.twelve (12)

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state Commonwealth of DelawareMassachusetts, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are Agreement is not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the AdvisorAdviser, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the FundFunds, including, including but not limited to, to compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement agreement are premised upon the limitation stated in this section.

Limits of Liability. A. Distributor shall not be liable for any Losses (as defined below) arising from the following: (1) performing Services or duties pursuant to any instruction, notice, or other instrument that Distributor reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund; (2) operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services; (3) any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Distributor’s reasonable control; and (4) any error, action or omission by the FundTrust or other past underwriter. B. Distributor may apply to the Fund Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the FundTrust’s Independent independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties or the Services. Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion. C. A copy of the FundTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) is on file with the Secretary of the state State of DelawareOhio, and notice is hereby given that this instrument is executed on behalf of the Fund Trust and not the Fund’s trustees Trustees individually and that the obligations of this instrument are not binding upon any of the trusteesTrustees, officers, or Shareholders individually, and that such obligations are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, then that particular Fund), and Distributor shall look only to the assets of the Fund Trust (or the particular Fund), for the satisfaction of such obligations. . Rxxxxxxx, MxXxxxx D. Distributor shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the FundTrust, the Advisor, or any of the FundTrust’s other service providers, until receipt of written notice from the FundTrust. E. The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the 1940 Act and the USA PATRIOT Act of 2001. Distributor’s monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. F. To the maximum extent permitted by law, the Fund agrees to limit Distributor’s liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Distributor under this Agreement during the most recent rolling 12-month period or, if the Agreement is in effect for less than a year at the time of liability, then the most recent one-month period annualized. This limitation shall apply regardless of the cause of action or legal theory asserted. G. In no event shall Distributor be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Distributor was advised of the possibility thereof. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.