Common use of Services and Duties of the Sub-Distributor Clause in Contracts

Services and Duties of the Sub-Distributor. (a) The Sub-Distributor agrees to sell the Shares, as agent for the Distributor, from time to time during the term of this Agreement upon the terms described in the Prospectus. As used in this Agreement, the term "Prospectus" shall mean the prospectus and statement of additional information with respect to the Funds included as part of the Trust's Registration Statement, as such prospectus and statement of additional information may be amended or supplemented from time to time, and the term "Registration Statement" shall mean the Registration Statement most recently filed from time to time by the Trust with the Securities and Exchange Commission ("SEC") and effective under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as such Registration Statement is amended by any amendments thereto at the time in effect. The Sub-Distributor shall not be obligated to sell any certain number of Shares. (b) The Sub-Distributor will hold itself available to receive orders, satisfactory to the Sub-Distributor, for the purchase of the Shares and will accept such orders and will transmit such orders and funds received by it in payment for such Shares as are so accepted to the Funds' transfer agent or custodian, as appropriate, as promptly as practicable. Purchase orders shall be deemed accepted and shall be effective at the time and in the manner set forth in the Funds' Prospectus. The Sub-Distributor shall not make any short sales of Shares. (c) The offering price of the Shares shall be the net asset value per share of the Shares, plus the sales charge, if any (determined as set forth in the Prospectus). The Distributor shall furnish the Sub-Distributor, with all possible promptness, an advice of each computation of net asset value and offering price. (d) The Sub-Distributor shall have the right to enter into selected dealer agreements with securities dealers of its choice ("selected dealers") for the sale of Shares. Shares sold to selected dealers shall be for resale by such dealers only at the offering price of the Shares as set forth in the Prospectus. The Sub- Distributor shall offer and sell Shares only to such selected dealers as are members in good standing of the FINRA.

Services and Duties of the Sub-Distributor. (a) The Sub-Distributor agrees to sell Shares of the Funds on a best efforts basis as agent (solely for the purpose of accepting orders for the purchase and redemption of Fund Shares, as agent and for no other purpose) for the Distributor, from time to time Distributor and the Trust during the term of this Agreement Agreement, upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term "“Prospectus" ” shall mean the prospectus and current prospectus(es), including the statement of additional information with respect information, as amended or supplemented, relating to the Funds and included as part in the currently effective registration statement or post-effective amendment thereto (the “Registration Statement”) of the Trust's Registration Statement, as such prospectus and statement of additional information may be amended or supplemented from time to time, and the term "Registration Statement" shall mean the Registration Statement most recently filed from time to time by the Trust with the Securities and Exchange Commission ("SEC") and effective under the Securities Act of 1933 (the "“1933 Act"”) and the 1940 Act. (b) During the continuous public offering of Shares of the Funds, the Sub-Distributor will hold itself available to receive orders, in such form as required by the Trust and the Distributor, and satisfactory to the Sub-Distributor, for the purchase of Shares of the Funds and will accept such Registration Statement is amended by any amendments thereto orders on behalf of the Trust. Such purchase orders shall be deemed effective at the time and in effectthe manner set forth in the Prospectus. (c) The Sub-Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System. (d) In connection with all matters relating to this Agreement, the Sub-Distributor agrees to act in conformity with the Trust’s Agreement and Declaration of Trust and By-Laws and with the instructions of the Funds’ Board of Trustees (“the “Board” or the “Trustees”) and to comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations. The Sub-Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust and the Sub-Distributor. (e) The Sub-Distributor agrees to act as agent for the Distributor and the Trust to receive and transmit promptly to the Funds’ transfer agent shareholder requests for redemption of Shares. (f) The Sub-Distributor shall devote its best efforts to effect sales of Shares of the Funds but shall not be obligated to sell any certain number of Shares. (bg) The Sub-Distributor will hold itself available shall prepare reports for the Distributor to receive ordersbe provided to the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Distributor or the Board, satisfactory to including regarding use of 12b-1 payments received by the Sub-Distributor, for if any. (h) The services furnished by the purchase Sub-Distributor hereunder are not to be deemed exclusive and the Sub-Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. Each of the Shares Distributor and will accept the Trust recognizes that from time to time, officers and employees of the Sub-Distributor may serve as directors, trustees, officers and employees of other entities (including investment companies), that such orders other entities may include the name of the Sub-Distributor as part of their name and will transmit such orders and funds received by it in payment for such Shares as are so accepted to that the Funds' Sub-Distributor or its affiliates may enter into distribution, administration, fund accounting, transfer agent or custodianother agreements with such other entities. The Trust and the Distributor reserve the right to (1) issue Shares in connection with a merger, consolidation, or recapitalization of the Trust or any Fund(s); (2) issue additional Shares to holders of Shares or (3) issue Shares in connection with any offer of exchange permitted by Section 11 of the 1940 Act. (i) The Sub-Distributor shall at all times during the term of this Agreement remain registered as appropriatea broker-dealer under the 1934 Act and with all 50 states, as promptly as practicable. Purchase orders shall be deemed accepted and shall be effective at the time and also remain a member in the manner set forth in the Funds' Prospectusgood standing of FINRA. The Sub-Distributor shall not make any short sales of Sharesimmediately notify the Trust in writing if it receives written notification that such registrations or membership have been temporarily or permanently suspended, limited or terminated. (c) The offering price of the Shares shall be the net asset value per share of the Shares, plus the sales charge, if any (determined as set forth in the Prospectus). The Distributor shall furnish the Sub-Distributor, with all possible promptness, an advice of each computation of net asset value and offering price. (d) The Sub-Distributor shall have the right to enter into selected dealer agreements with securities dealers of its choice ("selected dealers") for the sale of Shares. Shares sold to selected dealers shall be for resale by such dealers only at the offering price of the Shares as set forth in the Prospectus. The Sub- Distributor shall offer and sell Shares only to such selected dealers as are members in good standing of the FINRA.

Services and Duties of the Sub-Distributor. (a) The Sub-Distributor agrees to sell Shares of the Funds on a best efforts basis as agent (solely for the purpose of accepting orders for the purchase and redemption of Fund Shares, as agent and for no other purpose) for the Distributor, from time to time Distributor and the Trust during the term of this Agreement Agreement, upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term "“Prospectus" ” shall mean the prospectus and current prospectus, including the statement of additional information with respect information, as amended or supplemented, relating to the Funds and included as part in the currently effective registration statement or post-effective amendment thereto (the “Registration Statement”) of the Trust's Registration Statement, as such prospectus and statement of additional information may be amended or supplemented from time to time, and the term "Registration Statement" shall mean the Registration Statement most recently filed from time to time by the Trust with the Securities and Exchange Commission ("SEC") and effective under the Securities Act of 1933 (the "“1933 Act"”) and the 1940 Act. (b) During the continuous public offering of Shares of the Funds, the Sub-Distributor will hold itself available to receive orders, in such form as required by the Trust and the Distributor, and satisfactory to the Sub-Distributor, for the purchase of Shares of the Funds and will accept such Registration Statement is amended by any amendments thereto orders on behalf of the Trust. Such purchase orders shall be deemed effective at the time and in effectthe manner set forth in the Prospectus. (c) The Sub-Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System. (d) In connection with all matters relating to this Agreement, the Sub-Distributor agrees to act in conformity with the Trust’s Agreement and Declaration of Trust and By-Laws and with the instructions of the Board and to comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal or state laws and regulations. The Sub-Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust and the Distributor. (e) The Sub-Distributor agrees to act as agent for the Distributor and the Trust to receive and transmit promptly to the Funds’ transfer agent shareholder requests for redemption of Shares. (f) The Sub-Distributor shall devote its best efforts to effect sales of Shares of the Funds but shall not be obligated to sell any certain number of Shares. (bg) The Sub-Distributor will hold itself available shall prepare reports for the Distributor to receive ordersbe provided to the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Distributor or the Board, satisfactory to including those regarding the use of 12b-1 payments received by the Sub-Distributor, for if any. (h) The services furnished by the purchase Sub-Distributor hereunder are not to be deemed exclusive and the Sub-Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. Each of the Shares Distributor and will accept the Trust recognizes that from time to time officers and employees of the Sub-Distributor may serve as directors, trustees, officers and employees of other entities (including investment companies), that such orders other entities may include the name of the Sub-Distributor as part of their name and will transmit such orders and funds received by it in payment for such Shares as are so accepted to that the Funds' Sub-Distributor or its affiliates may enter into distribution, administration, fund accounting, transfer agent or custodianother agreements with such other entities. The Trust and the Distributor reserve the right to (1) issue Shares in connection with a merger, consolidation, or recapitalization of the Trust or any Fund(s); (2) issue additional Shares to holders of Shares; or (3) issue Shares in connection with any offer of exchange permitted by Section 11 of the 1940 Act. (i) The Sub-Distributor shall at all times during the term of this Agreement remain registered as appropriatea broker-dealer under the 1934 Act and with all 50 states, as promptly as practicable. Purchase orders shall be deemed accepted and shall be effective at also remain a member in good standing of the time and in the manner set forth in the Funds' ProspectusNASD. The Sub-Distributor shall not make any short sales of Sharesimmediately notify the other parties in writing if it receives written notification that such registrations or membership has been temporarily or permanently suspended, limited or terminated. (c) The offering price of the Shares shall be the net asset value per share of the Shares, plus the sales charge, if any (determined as set forth in the Prospectus). The Distributor shall furnish the Sub-Distributor, with all possible promptness, an advice of each computation of net asset value and offering price. (d) The Sub-Distributor shall have the right to enter into selected dealer agreements with securities dealers of its choice ("selected dealers") for the sale of Shares. Shares sold to selected dealers shall be for resale by such dealers only at the offering price of the Shares as set forth in the Prospectus. The Sub- Distributor shall offer and sell Shares only to such selected dealers as are members in good standing of the FINRA.

Services and Duties of the Sub-Distributor. (a) The Sub-Distributor agrees to sell Shares of the Shares, Funds on a best efforts basis as agent for the Distributor, from time to time Distributor and the Corporation during the term of this Agreement Agreement, upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term "Prospectus" shall mean the prospectus and current prospectus, including the statement of additional information with respect information, as amended or supplemented, relating to the Funds and included as part of in the Trust's Registration Statement, as such prospectus and currently effective registration statement of additional information may be amended or supplemented from time to time, and post-effective amendment thereto (the term "Registration Statement" shall mean the Registration Statement most recently filed from time to time by the Trust with the Securities and Exchange Commission ("SEC") and effective of the Corporation under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as such Registration Statement is amended by any amendments thereto at the time in effect. The Sub-Distributor shall not be obligated to sell any certain number of Shares1000 Xxx. (b) The During the continuous public offering of Shares of the Funds, the Sub-Distributor will hold itself available to receive orders, satisfactory to the Sub-Distributor, for the purchase of Shares of the Shares Funds and will accept such orders and will transmit such orders and funds received by it in payment for such Shares as are so accepted to on behalf of the Funds' transfer agent or custodian, as appropriate, as promptly as practicableCorporation. Purchase Such purchase orders shall be deemed accepted and shall be effective at the time and in the manner set forth in the Prospectus. (c) The Sub-Distributor, with the operational assistance of the Corporation’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System. (d) In connection with all matters relating to this Agreement, the Sub-Distributor agrees to act in conformity with the Corporation’s Articles of Incorporation and By-Laws and with the instructions of the Board and to comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal or state laws and regulations. The Sub-Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Corporation and the Sub-Distributor. (e) The Sub-Distributor at its sole discretion may repurchase Shares offered for sale by shareholders of the Funds' . Repurchase of Shares by the Sub-Distributor shall be at the price determined in accordance with, and in the manner set forth in, the current Prospectus. At the end of each business day, the Sub-Distributor shall notify, by any appropriate means, the Distributor and the Corporation and the Funds’ transfer agent of the orders for repurchase of Shares received by the Sub-Distributor since the last report, the amount to be paid for such Shares, and the identity of the shareholders offering Shares for repurchase. The Distributor on behalf of the Corporation reserves the right to suspend such repurchase right upon written notice to the Sub-Distributor. The Sub-Distributor further agrees to act as agent for the Distributor and the Corporation to receive and transmit promptly to the Funds’ transfer agent shareholder requests for redemption of Shares. (f) The Sub-Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Funds. The form of any dealer agreement shall be mutually agreed upon and approved by the Distributor and the Sub-Distributor. The Sub-Distributor may pay a portion of any applicable sales charge, or allow a discount, to a selling broker-dealer, as described in the Prospectus or, if not described, as agreed upon with the broker-dealer. The Sub-Distributor shall not make any short include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of their sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of Sharesconfirmation of such purchases. (c) The offering price of the Shares shall be the net asset value per share of the Shares, plus the sales charge, if any (determined as set forth in the Prospectus). The Distributor shall furnish the Sub-Distributor, with all possible promptness, an advice of each computation of net asset value and offering price. (dg) The Sub-Distributor shall have devote its best efforts to effect sales of Shares of the right Funds but shall not be obligated to sell any certain number of Shares. (h) The Sub-Distributor shall prepare reports for the Distributor to be provided to the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Distributor or the Board, including regarding use of 12b-1 payments. (i) The services furnished by the Sub-Distributor hereunder are not to be deemed exclusive and the Sub-Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. Each of the Distributor and the Corporation recognizes that from time to time officers and employees of the Sub-Distributor may serve as directors, trustees, officers and employees of other entities (including investment companies), that such other entities may include the name of the Sub-Distributor as part of their name and that the Sub-Distributor or its affiliates may enter into selected dealer distribution, administration, fund accounting, transfer agent or other agreements with securities dealers of its choice ("selected dealers") for the sale of Shares. Shares sold to selected dealers shall be for resale by such dealers only at the offering price of the Shares as set forth in the Prospectus. The Sub- Distributor shall offer and sell Shares only to such selected dealers as are members in good standing of the FINRAother entities.

Services and Duties of the Sub-Distributor. (a) The Sub-Distributor agrees to sell Shares of the Funds on a best efforts basis as agent (solely for the purpose of accepting orders for the purchase and redemption of Fund Shares, as agent and for no other purpose) for the Distributor, from time to time Distributor and the Trust during the term of this Agreement Agreement, upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term "“Prospectus" ” shall mean the prospectus and current prospectus, including the statement of additional information with respect information, as amended or supplemented, relating to the Funds and included as part in the currently effective registration statement or post-effective amendment thereto (the “Registration Statement”) of the Trust's Registration Statement, as such prospectus and statement of additional information may be amended or supplemented from time to time, and the term "Registration Statement" shall mean the Registration Statement most recently filed from time to time by the Trust with the Securities and Exchange Commission ("SEC") and effective under the Securities Act of 1933 (the "“1933 Act"”) and the 1940 Act. (b) During the continuous public offering of Shares of the Funds, the Sub-Distributor will hold itself available to receive orders, in such form as required by the Trust, and the Distributor, and satisfactory to the Sub-Distributor, for the purchase of Shares of the Funds and will accept such Registration Statement is amended by any amendments thereto orders on behalf of the Trust, all with the operational assistance of the Trust’s transfer agent. Such purchase orders shall be deemed effective at the time and in effectthe manner set forth in the Prospectus. (c) The Sub-Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption, including but not limited to through the National Securities Clearing Corporation’s Fund/SERV System as applicable. (d) In connection with all matters relating to this Agreement, the Sub-Distributor agrees to act in conformity with the Trust’s Agreement and Declaration of Trust and By-Laws and with the instructions of the Board and to comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA, the MSRB and all other applicable federal or state laws and regulations. The Sub-Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust and the Distributor. (e) The Sub-Distributor agrees to act as agent for the Distributor and the Trust to receive and transmit promptly to the Funds’ transfer agent shareholder requests for redemption of Shares with the operational assistance of the Trust’s transfer agent. (f) The Sub-Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Funds. The form of any dealer agreement, shall be mutually agreed upon and approved by the Distributor and the Sub-Distributor. The Sub-Distributor may pay a portion of any applicable sales charge, or allow a discount, to a selling broker-dealer, as described in the Prospectus or, if not described, as agreed upon with the broker-dealer. (g) The Sub-Distributor shall devote its best efforts to effect sales of Shares of the Funds but shall not be obligated to sell any certain number of Shares. (bh) The Sub-Distributor will hold itself available shall prepare reports for the Distributor to receive ordersbe provided to the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Distributor or the Board, satisfactory to including regarding use of Rule 12b-1 payments. (i) The services furnished by the Sub-Distributor, for Distributor hereunder are not to be deemed exclusive and the purchase Sub-Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. Each of the Shares Distributor and will accept the Trust recognizes that from time to time officers and employees of the Sub-Distributor may serve as directors, trustees, officers and employees of other entities (including investment companies), that such orders other entities may include the name of the Sub-Distributor as part of their name and will transmit such orders and funds received by it in payment for such Shares as are so accepted to that the Funds' Sub-Distributor or its affiliates may enter into distribution, administration, fund accounting, transfer agent or custodianother agreements with such other entities. The Trust and the Distributor reserve the right to (i) issue Shares in connection with a merger, consolidation, or recapitalization of the Trust or any Fund(s); (ii) issue additional Shares to holders of Shares; or (iii) issue Shares in connection with any offer of exchange permitted by Section 11 of the 1940 Act. (j) The Sub-Distributor shall, at all times during the term of this Agreement, remain registered as appropriate, as promptly as practicable. Purchase orders shall be deemed accepted a broker-dealer under the 1934 Act and with all 50 states and shall be effective at the time and also remain a member in the manner set forth in the Funds' Prospectusgood standing of FINRA. The Sub-Distributor shall not make any short sales of Sharesimmediately notify the Distributor and the Funds in writing if it receives written notification that such registrations or membership has been temporarily or permanently suspended, limited or terminated. (c) The offering price of the Shares shall be the net asset value per share of the Shares, plus the sales charge, if any (determined as set forth in the Prospectus). The Distributor shall furnish the Sub-Distributor, with all possible promptness, an advice of each computation of net asset value and offering price. (d) The Sub-Distributor shall have the right to enter into selected dealer agreements with securities dealers of its choice ("selected dealers") for the sale of Shares. Shares sold to selected dealers shall be for resale by such dealers only at the offering price of the Shares as set forth in the Prospectus. The Sub- Distributor shall offer and sell Shares only to such selected dealers as are members in good standing of the FINRA.

Services and Duties of the Sub-Distributor. (a) The Sub-Distributor agrees to sell the Shares, as agent for the Distributor, from time to time during the term of this Agreement upon the terms described in the Prospectus. As used in this Agreement, the term "Prospectus" shall mean the prospectus and statement of additional information with respect to the Funds included as part of the TrustCompany's Registration Statement, as such prospectus and statement of additional information may be amended or supplemented from time to time, and the term "Registration Statement" shall mean the Registration Statement most recently filed from time to time by the Trust Company with the Securities and Exchange Commission ("SEC") and effective under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as such Registration Statement is amended by any amendments thereto at the time in effect. The Sub-Distributor shall not be obligated to sell any certain number of Shares. (b) The Sub-Distributor will hold itself available to receive orders, satisfactory to the Sub-Distributor, for the purchase of the Shares and will accept such orders and will transmit such orders and funds received by it in payment for such Shares as are so accepted to the Funds' ’ transfer agent or custodian, as appropriate, as promptly as practicable. Purchase orders shall be deemed accepted and shall be effective at the time and in the manner set forth in the Funds' Prospectus. The Sub-Distributor shall not make any short sales of Shares. (c) The offering price of the Shares shall be the net asset value per share of the Shares, plus the sales charge, if any (determined as set forth in the Prospectus). The Distributor shall furnish the Sub-Distributor, with all possible promptness, an advice of each computation of net asset value and offering price. (d) The Sub-Distributor shall have the right to enter into selected dealer agreements with securities dealers of its choice ("selected dealers") for the sale of Shares. Shares sold to selected dealers shall be for resale by such dealers only at the offering price of the Shares as set forth in the Prospectus. The Sub- Distributor shall offer and sell Shares only to such selected dealers as are members in good standing of the with FINRA.