Common use of Services and Duties Clause in Contracts

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices as described in the Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's Declaration, By-laws and Prospectus and with the instructions and directions of the Board of Trustees and will conform and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws or regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus).

Services and Duties. (a) The Trust agrees to sell Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust’s sole discretion) through the Distributor, as agent, Distributor from time to time during the term of this Agreement, Shares of each Fund , upon the terms and at the current offering prices price as described in the Prospectus. The In affecting such sales, the Distributor shall, in all cases, act as an agent of the Trust, and will act only in its own behalf as principal only in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's Declaration’s Certificate, By-laws Bylaws, Registration Statement and Prospectus and with the instructions and directions of the Board of Trustees and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (“FINRA”) and all other applicable federal or state laws or and regulations. In connection with the sale of Sharessuch sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation representations other than as contained in the Trust's Registration Statement or Prospectus and Prospectuses and any sales literature specifically approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs and expenses incurred for cost of (i) printing and mailing to prospective investors copies of the distributing any Prospectus (including supplements any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing distributing any other literature used literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Distributor Trust in connection with the sale preparation and printing of any amendment to any Registration Statement or Prospectuses necessary for the continued effective registration of the Shares under the Securities Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributoreach a “Plan”). (d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof. (e) All Trust Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "“offering price"”) equal to their net asset value (determined in the manner set forth in the Trust's then’s Certificate and then current Prospectuses) plus any applicable sales charge as set forth in the then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. (f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as an agent of the Trust, or are tendered for redemption within seven (7) business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-current Prospectus)allowed by the Distributor from the broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealers or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by the Distributor as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such original purchases.

Services and Duties. (a) The Trust agrees to sell through the DistributorProvident, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor Provident will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor Prior to making any payments from its own resources to financial institutions, securities dealers or other industry professionals for shareholder services, administration or distribution assistance for a Fund, Provident will enter into written agreements in a form satisfactory to the Trust's Board of Trustees. Provident shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) Provident will act in conformity with the Trust's DeclarationDeclaration of Trust, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies All Shares of the Prospectus (including supplements thereto) Funds and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used future funds covered by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares this Agreement offered for sale by the Distributor Provident shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses), plus (ii) any sales charge applicable to a class of Shares which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Provident to broker-current Prospectus)dealers and other persons shall be set forth in either the selling agreements between Provident and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Provident shall be authorized to act as agent for the Trust in connection with the offering or sale of Shares to the public or otherwise. (d) If any Shares sold by Provident under the terms of this Agreement are redeemed or repurchased by the Trust or by Provident as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Provident shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Provident to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by Provident from the broker-dealer or other persons concerned. Provident shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by Provident as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of the sale of sharesPortfolio, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, -------- ------- that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Portfolio offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker- dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Funds Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Fund on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Fund agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Funds Distributor may retain (or receive from the Fund, as the case may be) all of any CDSC. Funds Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust agrees to sell Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust’s sole discretion) through the Distributor, as agent, Distributor from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices price as described in the Prospectus. The In affecting such sales, the Distributor shall, in all cases, act as an agent of the Trust, and will act only in its own behalf as principal only in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's Declaration’s Certificate, By-laws Bylaws, Registration Statement and Prospectus and with the instructions and directions of the Board of Trustees and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (“FINRA”) and all other applicable federal or state laws or and regulations. In connection with the sale of Sharessuch sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation representations other than as contained in the Trust's Registration Statement or Prospectus and Prospectuses and any sales literature specifically approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs and expenses incurred for cost of (i) printing and mailing to prospective investors copies of the distributing any Prospectus (including supplements any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing distributing any other literature used literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Distributor Trust in connection with the sale preparation and printing of any amendment to any Registration Statement or Prospectuses necessary for the continued effective registration of the Shares under the Securities Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributoreach a “Plan”). (d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof. Without limiting the generality of the preceding sentence, the Distributor and the Trust agree that, in cases where the Distributor enters into a contract on behalf of the Trust with a seller of the Shares under which contract the Distributor agrees to make payments to the seller in accordance with the Plans or shareholder servicing plans adopted by the Funds (the “Shareholder Servicing Plans”) or to cause such payments to be made, the Trust shall, subject to and in accordance with the terms and provisions of the Plans, the Shareholder Servicing Plans, the Prospectuses and the statements of additional information of the Funds (as all are in existence at the time of the sale of the Shares), make such payments directly to the Distributor and the Distributor shall, promptly upon receipt of such payments from the Trust, transfer and pay over such payments to the appropriate seller. In the event the Distributor contemplates entering into such a contract with a seller, the Distributor must notify the Trust of its intention to do so and obtain the Trust’s consent thereto prior to entering into the contract, which consent may be given or withheld in the Trust’ sole discretion and may be oral or in writing. (e) All Trust Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "“offering price"”) equal to their net asset value (determined in the manner set forth in the Trust's then’s Certificate and then current Prospectuses) plus any applicable sales charge as set forth in the then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. (f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as an agent of the Trust, or are tendered for redemption within seven (7) business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-current Prospectus)allowed by the Distributor from the broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealers or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by the Distributor as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such original purchases.

Services and Duties. (a) The Trust Distributor enters into the following covenants with respect to its services and duties: a. The Distributor agrees to sell through the Distributorsell, as agent, from time to time during the term of this Agreement, Shares of each Fund shares upon the terms and at the current offering prices price as described in the ProspectusProspectuses. The Distributor will act only in its own behalf as principal in making agreements with selected dealers dealers. No broker-dealer or others other person which enters into a selling or servicing agreement with the Distributor shall be authorized to act as agent for the sale and redemption of Shares, and shall sell Shares only at Company or its Funds in connection with the offering prices as set forth in or sale of shares to the Prospectuspublic or otherwise. The Distributor shall devote use its best efforts to effect sell shares of each class or series of each of the sale of shares, Funds but shall not be obligated to sell any certain number of Sharesshares. b. The Distributor shall prepare or review, provide advice with respect to, and file with the federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (badvertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof. c. In performing all matters relating to the sale of its services and redemption of Sharesduties as Distributor, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationCharter, By-laws Code, Prospectuses and Prospectus resolutions and with the other instructions and directions of the Company’s Board of Trustees and will conform and comply with the requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Act and all other applicable federal or state laws or regulations. In law. d. The Distributor will bear the cost of printing and distributing any Prospectus (including any supplement thereto) to persons who are not shareholders; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Company in connection with the sale preparation and printing of Shares, the Distributor acknowledges and agrees that it is not authorized any amendment to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus necessary for the continued effective registration of the shares under the 1933 Act and state securities laws and the distribution of any sales literature approved such document to existing shareholders of the Company’s Funds. e. The Company shall have the right to suspend the sale of shares at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of shares of any Fund at any time permitted by the Trust1940 Act or the rules and regulations of the Commission (“Rules”). (c) f. The Trust Company reserves the right to reject any order for shares but will not bear do so without reasonable cause. g. If the Prospectus or Plan (as defined in Section 4) of any costs and expenses incurred Fund contemplates the payment of advance concessions to broker-dealers, retirement plan administrators or others by the Distributor with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with the sale of the Series B Investor Class Shares and (iii) reimbursement for NASD advertising compliance expenses advanced Series C Investor Class Shares, unless expressly agreed otherwise in writing between the parties, all such payments shall be made by the Distributor. (d) All Trust Shares offered for sale by ; provided, however, that Distributor’s obligation to pay the advance concessions at any particular point in time is contingent upon there existing at such time, with respect to such advances, a financing arrangement between Distributor and BlackRock Financing, LLC, or other alternative financier, which is reasonably satisfactory to the Distributor shall be offered for sale and does not require the Distributor to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus)incur debt.

Services and Duties. (a) The Trust Company agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Funds upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will shall act only in on its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will shall act in conformity with the TrustCompany's DeclarationCharter, By-laws Bylaws and Prospectus Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Company, and will shall conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities DealersNASD Regulation, Inc. and all other applicable federal or state laws or and regulations. In connection with the sale of Sharessuch sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation representations other than as contained in the TrustCompany's Registration Statement or Prospectus and Prospectuses and any sales literature specifically approved by the TrustCompany. The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Funds and the Shares as Distributor may reasonably request. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except Except to the extent permitted by a plan adopted by the Trust is permitted to do so by applicable law. It is understood that Company under Rule 12b-1 of the Adviser will 1940 Act, Distributor shall bear the costs and expenses incurred for cost of (i) printing and mailing to prospective investors copies of the distributing any Prospectus (including supplements any supplement thereto) ), and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing distributing any other literature used by the Distributor literature, advertisement or material which is primarily intended to result in connection with the sale of the Shares; provided, however, that Distributor shall not be obligated to bear the expenses incurred by the Company in connection with (1) the preparation and printing of any supplement or amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Act or any state securities laws; and (iii2) reimbursement the printing and distribution of any Prospectus, supplement or amendment thereto for NASD advertising compliance expenses advanced existing shareholders of the Fund described therein. (d) The Company, or any agent of the Company designated in writing by the Company, shall be promptly advised of all purchase orders for Shares received by the Distributor. (de) All Trust Shares offered for sale The Distributor shall provide the services of certain persons who may be appointed as officers of the Company by the Company's Board of Directors. (f) It is understood that certain expenses to be incurred in connection with the shares may be paid as provided in a shareholder service plan or similar plan adopted by the Company. The Distributor agrees to be responsible for the operation of such plan in accordance with the terms thereof. (g) The Company shall be offered for sale have the right at any time to inspect the public at a price per Share records of the Company (the "offering price"including work papers and other related documents) equal to their net asset value (determined in the manner set forth in possession of the Trust's then-current Prospectus)Distributor.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of the sale of sharesPortfolio, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Portfolio offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker- dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Funds Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Fund on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Fund agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Funds Distributor may retain (or receive from the Fund, as the case may be) all of any CDSC. Funds Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices as described in the Trust’s Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Fund’s Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's ’s Declaration, By-laws and Prospectus the Trust’s Prospectuses and with the instructions and directions of the Board of Trustees and will conform and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (FINRA) and all other applicable federal or state laws or regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's ’s Registration Statement or the Trust’s Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "“offering price"”) equal to their net asset value (determined in the manner set forth in the Trust's ’s then-current Prospectus), plus any applicable sales charge as set forth in the Fund’s then-current Prospectus. (d) The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Trust any comments provided by regulators with respect to such materials. (e) The Distributor shall enter into agreements with such qualified broker-dealers and other financial intermediaries (the “Financial Intermediaries”), as requested by the Fund or the Trust in order that such Financial Intermediaries may sell Shares. The form of any dealer agreement shall be approved by the Trust. (f) The Distributor shall prepare reports for the Board of Trustees regarding its activities under this Agreement and payments made under the Trust Distribution Plan as from time to time shall be reasonably requested by the Board of Trustees. (g) The Distributor shall monitor amounts paid pursuant to sales loads to ensure compliance with applicable FINRA rules. (h) The Distributor shall monitor amounts paid under the Trust Distribution Plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.

Services and Duties. (a) The Trust Distributor enters into the following covenants with respect to its services and duties: a. The Distributor agrees to sell through the Distributorsell, as agent, from time to time during the term of this Agreement, Shares of each Fund shares upon the terms and at the current offering prices price as described in the ProspectusProspectuses. The Distributor will act only in its own behalf as principal in making agreements with selected dealers dealers. No broker-dealer or others other person which enters into a selling or servicing agreement with the Distributor shall be authorized to act as agent for the sale and redemption of Shares, and shall sell Shares only at Company or its Funds in connection with the offering prices as set forth in or sale of shares to the Prospectuspublic or otherwise. The Distributor shall devote use its best efforts to effect sell shares of each class or series of each of the sale of shares, Funds but shall not be obligated to sell any certain number of Sharesshares. b. The Distributor shall prepare or review, provide advice with respect to, and file with the federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (badvertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof. c. In performing all matters relating to the sale of its services and redemption of Sharesduties as Distributor, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationCharter, By-laws Code, Prospectuses and Prospectus resolutions and with the other instructions and directions of the Company’s Board of Trustees and will conform and comply with the requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Act and all other applicable federal or state laws or regulations. In law. d. The Distributor will bear the cost of printing and distributing any Prospectus (including any supplement thereto) to persons who are not shareholders; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Company in connection with the sale preparation and printing of Shares, the Distributor acknowledges and agrees that it is not authorized any amendment to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus necessary for the continued effective registration of the shares under the 1933 Act and state securities laws and the distribution of any sales literature approved by such document to existing shareholders of the TrustCompany’s Funds. (c) e. The Trust will not bear any costs and expenses incurred with respect Company shall have the right to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with suspend the sale of shares at any time in response to conditions in the Shares securities markets or otherwise, and (iii) reimbursement for NASD advertising compliance expenses advanced to suspend the redemption of shares of any Fund at any time permitted by the Distributor1940 Act or the rules and regulations of the Commission (“Rules”). (d) All Trust Shares offered f. The Company reserves the right to reject any order for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus)shares but will not do so without reasonable cause.

Services and Duties. (a) The Trust agrees to sell Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust’s sole discretion) through the Distributor, as agent, Distributor from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices price as described in the Prospectus. The In affecting such sales, the Distributor shall, in all cases, act as an agent of the Trust, and will act only in its own behalf as principal only in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's Declaration’s Certificate, By-laws Bylaws, Registration Statement and Prospectus and with the instructions and directions of the Board of Trustees and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (“FINRA”) and all other applicable federal or state laws or and regulations. In connection with the sale of Sharessuch sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation representations other than as contained in the Trust's Registration Statement or Prospectus and Prospectuses and any sales literature specifically approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs and expenses incurred for cost of (i) printing and mailing to prospective investors copies of the distributing any Prospectus (including supplements any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing distributing any other literature used literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Distributor Trust in connection with the sale preparation and printing of any amendment to any Registration Statement or Prospectuses necessary for the continued effective registration of the Shares under the Securities Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributoreach a “Plan”). (d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof. (e) All Trust Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "“offering price"”) equal to their net asset value (determined in the manner set forth in the Trust's then’s Certificate and then current Prospectuses) plus any applicable sales charge as set forth in the then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. (f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as an agent of the Trust, or are tendered for redemption within seven (7) business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-current Prospectus)allowed by the Distributor from the broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealers or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by the Distributor as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such original purchases.

Services and Duties. (a) The Trust agrees Sub-Advisor will provide to sell through the Distributor, as agent, from time to time during Advisor the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices as described in the Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as services set forth in Sections 2(a), (b), and (j) (collectively, the Prospectus. "Services") and undertake the duties applicable to the Sub-Advisor in this Section 2: a. The Distributor shall devote its best efforts Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to effect and in accordance with the sale of sharesInvestment Guidelines and any written directions that the Advisor, but the Board, or any Authorized Person (as defined below) may give to the Sub-Advisor in accordance with this Agreement; provided, however, the Sub- Advisor shall not be obligated to sell follow any certain number direction that it reasonably believes may violate applicable law or regulation. In furtherance of Sharesthis Section 2(a), the Sub-Advisor will make all determinations with respect to the investment and reinvestment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable in the Sub-Advisor's discretion to implement the same. Subject to Sections 2(c) and 2(d), the Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action, and any other rights pertaining to the Fund's portfolio securities will be exercised; provided, that the Fund's custodian (the "Custodian") furnishes to the Sub-Advisor in a timely manner all materials necessary for the Sub-Advisor to make such determinations. (b) In all matters relating b. As reasonably requested by the Advisor, the Sub-Advisor will render regular reports regarding transactions in the Fund Assets to the sale Board and redemption to the Advisor (or such other service providers as the Advisor shall engage to assist it in the evaluation of Sharesthe performance and activities of the Sub-Advisor). Such reports shall be made in such form as the Trust or the Advisor shall reasonably request; provided, however, that in the Distributor and its designated agent(s) absence of extraordinary circumstances, an individual primarily responsible for management of Fund Assets for the Sub-Advisor will act in conformity not be required to attend in-person more than one meeting per year with the Trust's Declaration, ByBoard. c. The Sub-laws Advisor may utilize the services of one or more third-party service providers to research and Prospectus vote proxies on its behalf and with the instructions and directions on behalf of the Board Fund. d. The Sub-Advisor shall not have custody of Trustees and will conform and comply with the requirements any of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Fund Assets and all other applicable federal or state laws or regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide, nor shall be responsible for providing, the Fund or the Advisor with legal or tax advice or to engage the Fund in any legal proceedings, including responding to class action claims; provided, however, that the Sub-Advisor shall promptly forward any notices it receives relating to class action claims involving securities presently or formerly comprising Fund Assets to the Custodian or other duly designated Fund agent. The Sub-Advisor shall not be obligated to assist the Advisor, Custodian, or other duly designated Fund agent in evaluating any legal proceeding or potential legal proceeding, including securities class action claims. The Advisor acknowledges that it or another duly designated Fund agent will be responsible for evaluating and making all decisions for the Trust regarding legal proceedings and potential legal proceedings, including class action claims, involving securities presently or formerly comprising Fund Assets. The Advisor shall instruct the Custodian to: (i) act, within the limits of the Sub-Advisor's authority under this Agreement, in accordance with instructions from the Sub-Advisor, and (ii) provide the Sub-Advisor with such periodic reports concerning the status of the Account and the Fund Assets as the Sub-Advisor may reasonably request from time to time. The Advisor shall promptly notify the Sub-Advisor in writing of the termination or replacement of the Custodian or the appointment of any information additional Custodian. The Advisor agrees to promptly notify the Sub-Advisor if there is a change in or make appointment of a Custodian. The Sub-Advisor shall have no responsibility for the collection of dividends and interest on securities or other assets, or for paying any representation other than as contained in fees or charges of the TrustCustodian, and shall not be liable for any act or omission of the Custodian or the Custodian's Registration Statement or Prospectus and any sales literature approved by the Trustaffiliates. (c) e. The Trust will not bear any costs Sub-Advisor may, to the extent permitted by applicable law and expenses incurred regulations, aggregate purchase and sale orders of securities placed with respect to distribution of shares except the Fund Assets with similar orders being made simultaneously for other vehicles or accounts managed by the Sub-Advisor or its affiliates, if the Sub-Advisor in good faith determines that such aggregation shall result in terms no less advantageous to the extent Fund than to any other participant. In the Trust is permitted event that a purchase or sale of the Fund Assets occurs as part of any aggregate sale or purchase order, an objective of the Sub-Advisor and any of its affiliates involved in such transaction shall be to do allocate the securities so by purchased or sold, as well as expenses incurred in the transaction, among the Fund and other relevant vehicles and accounts in a fair and equitable manner. f. Whenever the Fund and one or more other investment advisory clients of the Sub-Advisor have available funds for investment and substantially similar investment strategies, guidelines, and policies; investments satisfying such strategies, guidelines, and policies will be allocated in a manner consistent with applicable law. It is understood possible that due to differing investment objectives or for other reasons, the Adviser Sub-Advisor and its affiliates may purchase or recommend purchasing securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client, including the Fund. g. The Sub-Advisor will bear not arrange purchases or sales of securities between the costs Fund and expenses incurred other accounts advised by the Sub-Advisor or its affiliates unless (a) such purchases or sales are in accordance with applicable law and regulation (including Rule 17a-7 under the 1940 Act) and the Investment Guidelines, (b) the Sub-Advisor determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board has approved these types of transactions. h. The Sub-Advisor shall upon request reasonably assist the Advisor and any Fund pricing agent in the determination of the fair value of any Fund holdings for which market quotations are not readily available. Notwithstanding the foregoing, the Sub- Advisor (i) printing is not responsible for making determinations regarding the valuations of Fund holdings and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparingis not an official pricing source, printing and mailing shall not be liable for any other literature used by valuation determinations (and has no responsibility for calculating the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their Fund's net asset value (determined in the manner set forth in the Trust's then-current Prospectusvalue).

Services and Duties. (a) The Trust Company agrees to sell through the DistributorProvident, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor Provident will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor Prior to making any payments from its own resources to financial institutions, securities dealers or other industry professionals for shareholder services, administration or distribution assistance for a Fund, Provident will enter into written agreements in a form satisfactory to the Company's Board of Directors. Provident shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) Provident will act in conformity with the TrustCompany's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Company and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies All Shares of the Prospectus (including supplements thereto) Equity Fund and annual S/I Bond Fund and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used future funds covered by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares this Agreement offered for sale by the Distributor Provident shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses), plus (ii) any sales charge applicable to a class of Shares which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Provident to broker-current Prospectus)dealers and other persons shall be set forth in either the selling agreements between Provident and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Provident shall be authorized to act as agent for the Company in connection with the offering or sale of Shares to the public or otherwise. (d) If any Shares sold by Provident under the terms of this Agreement are redeemed or repurchased by the Company or by Provident as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Provident shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Provident to broker-dealers or other persons shall be repayable to the Company only to the extent recovered by Provident from the broker-dealer or other persons concerned. Provident shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Company or by Provident as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices as described in the Trust’s Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Fund’s Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's ’s Declaration, By-laws and Prospectus the Trust’s Prospectuses and with the instructions and directions of the Board of Trustees and will conform and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (FINRA) and all other applicable federal or state laws or regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's ’s Registration Statement or the Trust’s Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's ’s then-current Prospectus), plus any applicable sales charge as set forth in the Fund’s then-current Prospectus. (d) The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Trust any comments provided by regulators with respect to such materials. (e) The Distributor shall enter into agreements with such qualified broker-dealers and other financial intermediaries (the “Financial Intermediaries”), as requested by the Fund or the Trust in order that such Financial Intermediaries may sell Shares. The form of any dealer agreement shall be approved by the Trust. (f) The Distributor shall prepare reports for the Board of Trustees regarding its activities under this Agreement and payments made under the Trust Distribution Plan as from time to time shall be reasonably requested by the Board of Trustees. (g) The Distributor shall monitor amounts paid pursuant to sales loads to ensure compliance with applicable FINRA rules. (h) The Distributor shall monitor amounts paid under the Trust Distribution Plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.

Services and Duties. (a) The Trust agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Prior to making any payments from its own resources to financial institutions, securities dealers or other industry professionals for shareholder service, administration or distribution assistance for a Fund, Funds Distributor will enter into written agreements in a form satisfactory to the Trust's Board of Trustees. Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationDeclaration of Trust, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except Subject to the extent the Trust is permitted to do so by applicable law. It is understood expenses that the Adviser Equity Income Fund, Growth Fund, Small-Cap Opportunity Fund, Index Fund, International Fund, Balanced Fund, Convertible Fund, Bond Fund, Intermediate Government Bond Fund, Tax-Exempt Intermediate Bond Fund and the Tax-Exempt Bond Fund agree to defray pursuant to the Funds' service plan (the "Service Plans"), Funds Distributor will bear the costs and expenses incurred for (i) cost of printing and mailing to prospective investors copies of the distributing any Prospectus (including supplements any supplement or amendment thereto) and annual and interim reports of ), provided, however, that Funds Distributor shall not be obligated to bear the expenses incurred by the Trust which are used in connection with (x) the offering preparation and printing of Trust's Shares; (ii) preparing, printing and mailing any other literature used by supplement or amendment to a Registration Statement or Prospectus necessary for the Distributor in connection with the sale continued effective registration of the Shares under the 1933 Act or state securities laws; and (iiiy) reimbursement the printing and distribution of any Prospectus, supplement or amendment thereto for NASD advertising compliance expenses advanced by existing shareholders of the DistributorShares described therein. (d) All Trust Shares of the Equity Income Fund, Growth Fund, Small-Cap Opportunity Fund, Index Fund, International Fund, Balanced Fund, Convertible Securities Fund, Bond Fund, Intermediate Government Bond Fund, Tax-Exempt Intermediate Bond Fund and the Tax-Exempt Bond Fund offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-current Prospectus)dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Company agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Funds (whether authorized but unissued or treasury shares, in the Company's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected broker/dealers ("Dealers") or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect the sale of sharesShares of each Fund, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the TrustCompany's DeclarationCharter, By-laws and Prospectus Prospectuses and with the instructions and directions of the Company's Board of Trustees Directors and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the TrustCompany's Registration Statement or Prospectus Prospectuses and any sales literature specifically approved by the TrustFunds. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs and expenses incurred for of (i) printing and mailing distributing to prospective investors copies of the any Prospectus (including supplements any supplement thereto) and annual and interim reports of the Trust Funds (after such items have been prepared and set in type by the Funds) which are used in connection with the offering of Trust's SharesShares of a Fund; and (ii) preparing, printing and mailing distributing any other literature used by the Distributor in connection with the sale of the Shares and Shares; (iii) reimbursement for NASD advertising compliance any expense of sending confirmations and statements to any dealer having a sales agreement with the Distributor; and (iv) any compensation paid to dealers in connection with the sale of Shares; provided, however, that the Distributor shall not be obligated to bear the expenses advanced incurred by the DistributorFunds in connection with the preparation and printing Prospectuses used for regulatory purposes and for distribution to existing shareholders. Concessions by the Distributor to Dealers and other persons shall be set forth in either the selling agreements between the Distributor and such Dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as set forth. No Dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Funds in connection with the offering or sale of its Shares to the public or otherwise. (d) All Trust Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the TrustCompany's then-Charter and then current ProspectusProspectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. The Company reserves the right to reject any order but will not do so without reasonable cause. (e) The Distributor shall, no less than quarterly, provide the Company's Board of Directors with a written report (in a form acceptable to the Funds) of its activities as distributor for each Fund.

Services and Duties. (a) The Trust agrees to sell through the DistributorPFPC, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor PFPC will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor Prior to making any payments from its own resources to financial institutions, securities dealers or other industry professionals for shareholder services, administration or distribution assistance for a Fund, PFPC will enter into written agreements in a form satisfactory to the Trust's Board of Trustees. PFPC shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) PFPC will act in conformity with the Trust's DeclarationDeclaration of Trust, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies All Shares of the Prospectus (including supplements thereto) Funds and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used future funds covered by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares this Agreement offered for sale by the Distributor PFPC shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses), plus (ii) any sales charge applicable to a class of Shares which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by PFPC to broker-current Prospectus)dealers and other persons shall be set forth in either the selling agreements between PFPC and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with PFPC shall be authorized to act as agent for the Trust in connection with the offering or sale of Shares to the public or otherwise. (d) If any Shares sold by PFPC under the terms of this Agreement are redeemed or repurchased by the Trust or by PFPC as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, PFPC shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by PFPC to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by PFPC from the broker-dealer or other persons concerned. PFPC shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by PFPC as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Fund agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Series (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect the sale of sharesShares of each Series, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationCharter, By-laws and Prospectus Prospectuses and with the instructions and directions of the Fund's Board of Trustees Directors and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the TrustFund's Registration Statement or Prospectus Prospectuses and any sales literature specifically approved by the TrustFund. (c) The Trust will not bear any costs and expenses incurred Unless the Fund has adopted with respect to distribution of shares except the Series a plan pursuant to Rule 12b-1 under the extent 1940 Act which provides otherwise, the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs and expenses incurred for of (i) printing and mailing distributing to prospective investors copies of the any Prospectus (including supplements any supplement thereto) and annual and interim reports of the Trust Series (after such items have been prepared and set in type by the Fund) which are used in connection with the offering of Trust's SharesShares of a Series; and (ii) preparing, printing and mailing distributing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance Shares; PROVIDED, HOWEVER, that the Distributor shall not be obligated to bear the expenses advanced incurred by the DistributorFund in connection with the preparation and printing Prospectuses used for regulatory purposes and for distribution to existing shareholders. (d) All Trust Shares of the Series offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the TrustFund's Charter and then-current Prospectuses) plus, (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Fund's then-current Prospectus)Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. In addition, Shares of any class of the Fund offered for sale by the Distributor may be subject to a contingent deferred sales charge ("CDSC") as set forth in the Fund's then-current prospectus. The Distributor shall be entitled to receive any sales charge or CDSC in respect of the Shares. If a sales charge or CDSC is in effect, the Distributor shall have the right to pay a portion of the sales charge or CDSC to broker-dealers and other persons who have sold shares of the Series. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then-current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of its Shares to the public or otherwise. The Fund reserves the right to reject any order but will not do so without reasonable cause. (e) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by the Distributor from the broker-dealer or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) In consideration of the Distributor's services described herein and in the Fund's distribution plan (the "ISG Distribution Plan") in respect of Class B Shares of each Series listed on Schedule 2 hereof, the Fund agrees: (I) to pay to the Distributor monthly in arrears its "Allocable Portion" (as hereinafter defined) of a fee (the "Class B Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of such Series outstanding on such day, and (II) to withhold from redemption proceeds such Distributor's Allocable Portion of the CDSCs in respect of Class B Shares of such Series and to pay the same over to such Distributor or at its direction. Furthermore, the Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(b) of the ISG Distribution Plan as in effect on the date of this Agreement, as amended and restated, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesPortfolios, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the Fund's Declaration of Trust's Declaration, Byby-laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Portfolios offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons or Shares set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Funds Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Fund on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Fund agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Funds Distributor may retain (or receive from the Fund, as the case may be) all of any CDSC. Funds Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust agrees Subject to sell through the Distributorsupervision and control of the Company's Board of Directors, BISYS will provide facilities, equipment and personnel to carry out those administrative services that are for the benefit of all series of Shares in each of the Funds, provided that such services will not include those investment advisory functions which are to be performed by the Company's Investment Adviser, the services of Concord Financial as agent, from time Distributor pursuant to time during the term of this Distribution Agreement, Shares those services to be performed by The Bank of each New York and PNC Bank, National Association ("PNC") pursuant to the Company's Custody Agreements, those services to be performed by BISYS Fund upon Services, Inc. ("Transfer Agent") pursuant to the terms Company's Transfer Agency Agreement and at those services normally performed by the current offering prices as described in the Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale Company's counsel and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Sharesauditors. (b) In The responsibilities of BISYS include, without limitation, the following services: (i) Participation in the periodic updating of the prospectuses and statements of additional information for the Funds (the "Prospectuses") and accumulation of information for and, subject to approval by the Company's Treasurer and legal counsel, coordination of the preparation, filing, printing and dissemination of reports to the Funds' shareholders and the Securities and Exchange Commission (the "Commission"), including but not limited to annual reports and semi-annual reports on Form N-SAR, notices pursuant to Rule 24f-2 and proxy materials; (ii) Computation of each Fund's net asset value per share on each business day and determination of the variance of each Fund's amortized cost value per share from its market value per share; (iii) Calculation of the expenses, dividends and capital gain distributions of each Fund; (iv) Payment of all matters expenses of maintaining the offices of the Company, wherever located, and arrangement for payment by the Company of all expenses payable by the Funds; (v) Determination, after consultation with legal counsel for the Company, of the jurisdictions in which Shares for sale to institutional investors are to be registered or qualified for sale and, in connection therewith, responsibility for the maintenance of the registration or (vi) Provision of the services of persons who may be appointed as officers of the Company by the Company's Board of Directors; (vii) Preparation and filing of the Company's federal, state and local income tax returns; (viii) Preparation and, subject to approval of the Company's Treasurer, dissemination of the Company's and each Fund's quarterly financial statements and schedules of investments to the Company's directors, and preparation of such other reports relating to the sale business and affairs of the Company and each Fund as the officers and directors of the Company may from time to time reasonably request; and (ix) Provision of internal legal and accounting compliance services. (c) In addition, BISYS shall provide the following services with respect to all shareholders in the Funds (regardless of the class of Shares held) who have made a minimum initial purchase of at least $500,000: (i) Providing and supervising a facility to receive purchase and redemption orders via toll-free IN-WATS telephone lines; (ii) Providing for the preparing, supervising and mailing of Sharesconfirmations for all purchase and redemption orders; (iii) Providing and supervising the operation of an automated data processing system to process purchase and redemption orders received by BISYS (BISYS assumes responsibility for the accuracy of the data transmitted for processing or storage); (iv) Overseeing the performance of The Bank of New York, PNC and Transfer Agent under the Distributor Custody Agreements and Transfer Agency Agreement including a review of all correspondence from the transfer agent to shareholders for accuracy and timeliness in handling inquiries and review of dividend checks, statements and purchase and redemption orders for proper turn-around; (v) Making available information concerning each Fund to shareholders; distributing written communications to each Fund's shareholders such as periodic (vi) Providing and supervising the services of employees ("relationship coordinators") whose principal responsibility and function will be to preserve and strengthen each Fund's relationships with its designated agent(sshareholders; (vii) Assuring that persons are available to transmit redemption requests to the Company's transfer agent as promptly as practicable; (viii) Assuring that persons are available to transmit orders accepted for the purchase of Shares to the transfer agent of the Company as promptly as practicable; (ix) Preparing regular reports for internal use and for distribution to the Company's Board of Directors concerning shareholder activity; and (x) Responding to shareholder inquiries sent to the Company. (d) BISYS shall oversee the maintenance by The Bank of New York, PNC and Transfer Agent of the books and records required under the 1940 Act in connection with performance of the Custody Agreements and Transfer Agency Agreement, and shall maintain (or oversee the maintenance by such other persons as may from time to time be approved by the Company's Board of Directors) such other books and records (other than those required to be maintained by the Funds' investment adviser) as may be required by law or may be required for the proper operation of the business and affairs of the Funds. In compliance with the requirements of Rule 31a-3 under the 1940 Act, BISYS agrees that all such books and records which it maintains, or is responsible for maintaining, for the Company and the Funds are the property of the Company and further agrees to surrender promptly to the Company any of such books and records upon the Company's request. BISYS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act said books and records required to be maintained by Rule 31a-1 under said Act. (e) In performing its services and duties hereunder as Administrator for the Funds, BISYS will act in conformity with the TrustCompany's DeclarationCharter, By-laws Bylaws and Prospectus Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Company, and will conform to and comply with the requirements of the Securities Exchange 1940 Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus).

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this AgreementContract, Shares of each Fund the Series (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect the sale of sharesShares of each Series, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationTrust Instrument, By-laws and Prospectus and with the instructions and directions of the Trust's Board of Trustees and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature specifically approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent Unless the Trust is permitted has adopted a plan pursuant to do so by applicable law. It is understood that Rule 12b-l under the Adviser 1940 Act which provides otherwise, the Distributor will bear finance at its own expense such activities as it deems reasonable and which are primarily intended to result in the costs and expenses incurred for sale of shares, including but not limited to: (i) printing and mailing distributing to prospective investors copies of the any Prospectus (including supplements any supplement thereto) and annual and interim reports of the Trust Series (after such items have been prepared and set in type by the Trust) which are used in connection with the offering of Trust's SharesShares of a Series; and (ii) preparing, printing and mailing distributing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance Shares; provided, however, that the Distributor shall not be obligated to bear the expenses advanced incurred by the DistributorTrust in connection with the preparation and printing of Prospectuses used for regulatory purposes and for distribution to existing shareholders. (d) All Trust Shares of the Series offered for sale by the Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Trust Instrument and then-current Prospectus).) plus

Services and Duties. (a) The Trust UMBFS agrees to sell through perform the Distributorspecific services listed in this Section 4. In performing such services, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices as described in the Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) UMBFS will act in conformity with the Trust's Declaration, By-laws and Prospectus and accordance with the instructions and directions of Client. Unless otherwise provided in this Agreement, UMBFS shall act only upon Written Instructions. (a) UMBFS shall effect and maintain, as the Board case may be, the qualification of Trustees and will conform and comply with the requirements shares of the Securities Exchange Act Funds for sale under the securities laws of 1934the jurisdictions indicated for each Fund on the Filing List furnished to UMBFS pursuant to Section 2(a) of this Agreement by filing Form NF or such other form(s) as a jurisdiction may require, in such amounts as are set forth from time to time in Client’s Written Instructions, as amendedwell as any required issuer agent/dealer applications (collectively, “Blue Sky Filings”), and, subject to the limitations of Section 5, remitting fees to such jurisdictions as required under applicable Blue Sky laws. (b) UMBFS shall file with each jurisdiction on the Filing List, as required, the 1933 Actappropriate materials relating to the Funds, including, but not limited to the 1940 ActFunds’ Registration Statements or Post-Effective Amendments, the regulations definitive copies of the National Association Funds’ prospectuses and statements of Securities Dealers, Inc. and all other applicable federal or state laws or regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any additional information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by supplements thereto, annual reports, and the Trustdocuments necessary to procure issuer agent/dealer registrations, if applicable. (c) The Trust will not bear any costs and expenses incurred with respect to distribution UMBFS shall monitor sales in each jurisdiction set forth on the Filing List for each Fund on a daily basis. In the event sales of shares except in a particular jurisdiction reach or exceed the warning levels provided in the Written Instructions, UMBFS will promptly prepare an amendment to the extent the Trust is permitted Fund’s notice permit to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with increase the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributoramount. (d) All Trust Shares offered In connection with the foregoing, Client hereby grants to UMBFS the limited power of attorney on behalf of the Funds to sign all Blue Sky forms and other related documents. (e) If requested by Client, UMBFS shall provide reports of sales activities in each jurisdiction on the Filing List for sale each Fund. Sales will be reported by state of shareholder residence for sales to individual shareholders or to omnibus accounts whose account owners transmit underlying shareholder information to UMBFS via electronic interfaces. Trades by all other omnibus accounts will be reported by the Distributor trustee’s or other omnibus account owner’s state of residence. NSCC trades will be reported by the state provided by the dealer at the point of sale. (f) UMBFS shall keep those records prepared pursuant to its obligations under this Agreement, as well as any records received by UMBFS from the Funds’ prior Blue Sky services provider, if applicable, in the form and manner, and for such periods as it may deem advisable but not inconsistent with the rules and regulations of appropriate governmental authorities, in particular, Rules 31a-2 and 31a-3 under the 1940 Act. UMBFS may deliver to the Funds from time to time, at the Funds’ sole expense, for safekeeping or disposition by the Funds in accordance with law, such records, papers and documents accumulated in connection with the execution of its duties or received from former service providers, as UMBFS may deem advisable. Client shall assume all responsibility for any failure thereafter to produce any record, paper or other document so returned, if and when required. To the extent required by Section 31 of the 1940 Act and the rules and regulations thereunder, the records maintained by UMBFS, which have not been previously delivered to the Funds pursuant to the foregoing provisions of this paragraph shall be offered considered to be the property of the Funds, shall be made available upon request for sale inspection by the officers, employees and auditors of the Funds, and shall be delivered to the public at a price per Share (Funds promptly upon request and in any event upon the "offering price") equal to their net asset value (determined date of termination of this Agreement, in the form and manner set forth kept by UMBFS (to the extent permitted under applicable license agreements) on the date of such termination or such earlier date as may be requested by the Funds. Notwithstanding anything contained herein to the contrary, UMBFS shall be permitted to maintain copies of any such records, papers and documents to the extent necessary to comply with the recordkeeping requirements of federal and state securities laws, tax laws and other applicable laws. UMBFS may rely on any Written Instructions it receives from Client pursuant to this Agreement, and shall be protected in any action it takes or does not take in reliance upon directions, advice or Written Instructions it receives from Client; provided, however, that UMBFS shall remain liable for any action or inaction on its part that constitutes bad faith, negligence or willful misconduct in connection with the Trust's then-current Prospectus)performance of its duties hereunder. In the event UMBFS is asked to correct any action or inaction of any former service provider, then UMBFS shall provide such services and be entitled to such compensation as the parties may mutually agree.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the Prospectusapplicable Prospectuses. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of the sale of sharesPortfolio, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus relating to the Portfolio (including any supplement or amendment thereto), provided, however, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the DistributorPortfolio. (d) All Trust Shares of the Portfolio offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-current Prospectus)dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term terms of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the Prospectusapplicable Prospectuses. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of the sale of sharesPortfolio, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus relating to the Portfolio (including any supplement or amendment thereto), PROVIDED, HOWEVER, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the DistributorPortfolio. (d) All Trust Shares of the Portfolio offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-current Prospectus)dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker- dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Distributor enters into the following ------------------- covenants with respect to its services and duties: a. The Distributor agrees to sell through the Distributorsell, as agent, from time to time during the term of this Agreement, Shares of each Fund shares upon the terms and at the current offering prices price as described in the ProspectusProspectuses. The Distributor will act only in its own behalf as principal in making agreements with selected dealers dealers. No broker-dealer or others other person which enters into a selling or servicing agreement with the Distributor shall be authorized to act as agent for the sale and redemption of Shares, and shall sell Shares only at Company or its Funds in connection with the offering prices as set forth in or sale of shares to the Prospectuspublic or otherwise. The Distributor shall devote use its best efforts to effect sell shares of each class or series of each of the sale of shares, Funds but shall not be obligated to sell any certain number of Sharesshares. b. The Distributor shall prepare or review, provide advice with respect to, and file with the federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (badvertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof. c. In performing all matters relating to the sale of its services and redemption of Sharesduties as Distributor, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationCharter, By-laws Code, Prospectuses and Prospectus resolutions and with the other instructions and directions of the Company's Board of Trustees and will conform and comply with the requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Act and all other applicable federal or state laws or regulations. In law. d. The Distributor will bear the cost of printing and distributing any Prospectus (including any supplement thereto) to persons who are not shareholders; provided, however, that the Distributor shall not be obligated to -------- ------- bear the expenses incurred by the Company in connection with the sale preparation and printing of Shares, the Distributor acknowledges and agrees that it is not authorized any amendment to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus necessary for the continued effective registration of the shares under the 1933 Act and state securities laws and the distribution of any sales literature approved by such document to existing shareholders of the TrustCompany's Funds. (c) e. The Trust will not bear any costs and expenses incurred with respect Company shall have the right to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with suspend the sale of shares at any time in response to conditions in the Shares securities markets or otherwise, and (iii) reimbursement for NASD advertising compliance expenses advanced to suspend the redemption of shares of any Fund at any time permitted by the Distributor1940 Act or the rules and regulations of the Commission ("Rules"). (d) All Trust Shares offered f. The Company reserves the right to reject any order for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus)shares but will not do so without reasonable cause.

Services and Duties. The Distributor enters into the following covenants with respect to its services and duties: (a) The Trust Distributor agrees to sell through the Distributorsell, as agent, from time to time during the term of this Agreement, Shares of each Fund shares upon the terms and at the current offering prices price as described in the Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers dealers. No broker-dealer or others other person which enters into a selling or servicing agreement with the Distributor shall be authorized to act as agent for the sale and redemption of Shares, and shall sell Shares only at Fund in connection with the offering prices as set forth in or sale of shares to the Prospectuspublic or otherwise. The Distributor shall devote use its best efforts to effect sell shares of each class or subclass of the sale of shares, Fund but shall not be obligated to sell any certain number of Sharesshares. (b) The Distributor shall prepare or review, provide advice with respect to, and file with the federal and state agencies or other organization as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) for the Fund and any class or subclass thereof. (c) In performing all matters relating to the sale of its services and redemption of Sharesduties as Distributor, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationCharter, By-laws and Laws, Prospectus and with the resolutions and other instructions and directions of the Fund's Board of Trustees Directors and will conform and comply with the requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Act and all other applicable federal or state laws or regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trustlaw. (cd) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs and expenses incurred for cost of (i) printing and mailing to prospective investors copies of the distributing any Prospectus (including supplements any supplement thereto) to persons who are not shareholders, and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing distributing any other literature used literature, advertisement or material which is primarily intended to result in the sale of shares; provided however,, that the Distributor shall not be obligated to bear the expenses incurred by the Distributor Fund in connection with the sale preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares shares under the 1933 Act and (iii) reimbursement for NASD advertising compliance expenses advanced by state securities laws and the Distributordistribution of any such document to existing shareholders of the Fund. (de) All Trust Shares offered for The Fund shall have the right to suspend the sale by the Distributor shall be offered for sale of shares at any time in response to the public at a price per Share (the "offering price") equal to their net asset value (determined conditions in the manner set forth in securities markets or otherwise, and to suspend the Trust's then-current Prospectusredemption of shares of the Fund at any time permitted by the-1940 Act or the rules and regulations of the Commission ("Rules"). (f) The Fund reserves the right to reject any order for shares but will not do so arbitrarily or without reasonable cause.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of the sale of sharesPortfolio, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the Fund's Declaration of Trust's Declaration, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, -------- ------- that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Portfolio offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Funds Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Fund on behalf of the Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Fund agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Funds Distributor may retain (or receive from the Fund, as the case may be) all of any CDSC. Funds Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesPortfolios, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, -------- ------- that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Portfolios offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker- dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Funds Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Fund on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Fund agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Funds Distributor may retain (or receive from the Fund, as the case may be) all of any CDSC. Funds Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Series (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect the sale of sharesShares of each Series, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationTrust Instrument, By-laws and Prospectus and with the instructions and directions of the Trust's Board of Trustees and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature specifically approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent Unless the Trust is permitted has adopted a plan pursuant to do so by applicable law. It is understood that Rule 12b-1 under the Adviser 1940 Act which provides otherwise, the Distributor will bear the costs and expenses incurred for of (i) printing and mailing distributing to prospective investors copies of the any Prospectus (including supplements any supplement thereto) and annual and interim reports of the Trust Series (after such items have been prepared and set in type by the Trust) which are used in connection with the offering of Trust's SharesShares of a Series; and (ii) preparing, printing and mailing distributing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance Shares; PROVIDED, HOWEVER, that the Distributor shall not be obligated to bear the expenses advanced incurred by the DistributorTrust in connection with the preparation and printing of Prospectuses used for regulatory purposes and for distribution to existing shareholders. (d) All Trust Shares of the Series offered for sale by the Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust Instrument and then-current Prospectus) plus (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then-current Prospectus). If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold shares of the Series. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then-current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise. The Trust reserves the right to reject any order but will not do so without reasonable cause. (e) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealer or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Company agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Funds upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will shall act only in on its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will shall act in conformity with the TrustCompany's Declaration, By-laws Bylaws and Prospectus Prospectuses and with the instructions and directions of the Board of Trustees and will conform and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws or regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust.the (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will Distributor shall bear the costs and expenses incurred for cost of (i) printing and mailing to prospective investors copies of the distributing any Prospectus (including supplements any supplement thereto) ), and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing distributing any other literature used by the Distributor literature, advertisement or material which is primarily intended to result in connection with the sale of the Shares; provided, however, that Distributor shall not be obligated to bear the expenses incurred by the Company in connection with (1) the preparation and printing of any supplement or amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Act or any state securities laws; and (iii2) reimbursement the printing and distribution of any Prospectus, supplement or amendment thereto for NASD advertising compliance expenses advanced existing shareholders of the Fund described therein. (d) The Company, or any agent of the Company designated in writing by the Company, shall be promptly advised of all purchase orders for Shares received by the Distributor. (de) All Trust Shares offered for sale The Distributor shall provide the services of certain persons who may be appointed as officers of the Company by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the TrustCompany's then-current Prospectus)Board of Trustees.

Services and Duties. (a) The Trust agrees Sub-Advisor will provide to sell through the Distributor, as agent, from time to time during Advisor the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices as described in the Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as services set forth in Sections 2(a), (b), and (j) (collectively, the Prospectus. “Services”) and undertake the duties applicable to the Sub-Advisor in this Section 2: a. The Distributor shall devote its best efforts Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to effect and in accordance with the sale of sharesInvestment Guidelines and any written directions that the Advisor, but the Board, or any Authorized Person (as defined below) may give to the Sub-Advisor in accordance with this Agreement; provided, however, the Sub-Advisor shall not be obligated to sell follow any certain number direction that it reasonably believes may violate applicable law or regulation. In furtherance of Sharesthis Section 2(a), the Sub-Advisor will make all determinations with respect to the investment and reinvestment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable in the Sub-Advisor’s discretion to implement the same. Subject to Sections 2(c) and 2(d), the Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action, and any other rights pertaining to the Fund’s portfolio securities will be exercised; provided, that the Fund’s custodian (the “Custodian”) furnishes to the Sub-Advisor in a timely manner all materials necessary for the Sub-Advisor to make such determinations. (b) In all matters relating b. As reasonably requested by the Advisor, the Sub-Advisor will render regular reports regarding transactions in the Fund Assets to the sale Board and redemption to the Advisor (or such other service providers as the Advisor shall engage to assist it in the evaluation of Sharesthe performance and activities of the Sub-Advisor). Such reports shall be made in such form as the Trust or the Advisor shall reasonably request; provided, however, that in the Distributor and its designated agent(s) absence of extraordinary circumstances, an individual primarily responsible for management of Fund Assets for the Sub-Advisor will act in conformity not be required to attend in-person more than one meeting per year with the Trust's Declaration, ByBoard. c. The Sub-laws Advisor may utilize the services of one or more third-party service providers to research and Prospectus vote proxies on its behalf and with the instructions and directions on behalf of the Board Fund. d. The Sub-Advisor shall not have custody of Trustees and will conform and comply with the requirements any of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Fund Assets and all other applicable federal or state laws or regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide, nor shall be responsible for providing, the Fund or the Advisor with legal or tax advice or to engage the Fund in any legal proceedings, including responding to class action claims; provided, however, that the Sub-Advisor shall promptly forward any notices it receives relating to class action claims involving securities presently or formerly comprising Fund Assets to the Custodian or other duly designated Fund agent. The Sub-Advisor shall not be obligated to assist the Advisor, Custodian, or other duly designated Fund agent in evaluating any legal proceeding or potential legal proceeding, including securities class action claims. The Advisor acknowledges that it or another duly designated Fund agent will be responsible for evaluating and making all decisions for the Trust regarding legal proceedings and potential legal proceedings, including class action claims, involving securities presently or formerly comprising Fund Assets. The Advisor shall instruct the Custodian to: (i) act, within the limits of the Sub-Advisor’s authority under this Agreement, in accordance with instructions from the Sub-Advisor, and (ii) provide the Sub-Advisor with such periodic reports concerning the status of the Account and the Fund Assets as the Sub-Advisor may reasonably request from time to time. The Advisor shall promptly notify the Sub-Advisor in writing of the termination or replacement of the Custodian or the appointment of any information additional Custodian. The Advisor agrees to promptly notify the Sub-Advisor if there is a change in or make appointment of a Custodian. The Sub-Advisor shall have no responsibility for the collection of dividends and interest on securities or other assets, or for paying any representation other than as contained in fees or charges of the Trust's Registration Statement Custodian, and shall not be liable for any act or Prospectus and any sales literature approved by omission of the TrustCustodian or the Custodian’s affiliates. (c) e. The Trust will not bear any costs Sub-Advisor may, to the extent permitted by applicable law and expenses incurred regulations, aggregate purchase and sale orders of securities placed with respect to distribution of shares except the Fund Assets with similar orders being made simultaneously for other vehicles or accounts managed by the Sub-Advisor or its affiliates, if the Sub-Advisor in good faith determines that such aggregation shall result in terms no less advantageous to the extent Fund than to any other participant. In the Trust is permitted event that a purchase or sale of the Fund Assets occurs as part of any aggregate sale or purchase order, an objective of the Sub-Advisor and any of its affiliates involved in such transaction shall be to do allocate the securities so by purchased or sold, as well as expenses incurred in the transaction, among the Fund and other relevant vehicles and accounts in a fair and equitable manner. f. Whenever the Fund and one or more other investment advisory clients of the Sub-Advisor have available funds for investment and substantially similar investment strategies, guidelines, and policies; investments satisfying such strategies, guidelines, and policies will be allocated in a manner consistent with applicable law. It is understood possible that due to differing investment objectives or for other reasons, the Adviser Sub-Advisor and its affiliates may purchase or recommend purchasing securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client, including the Fund. g. The Sub-Advisor will bear not arrange purchases or sales of securities between the costs Fund and expenses incurred other accounts advised by the Sub-Advisor or its affiliates unless (a) such purchases or sales are in accordance with applicable law and regulation (including Rule 17a-7 under the 0000 Xxx) and the Investment Guidelines, (b) the Sub-Advisor determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board has approved these types of transactions. h. The Sub-Advisor shall upon request reasonably assist the Advisor and any Fund pricing agent in the determination of the fair value of any Fund holdings for which market quotations are not readily available. Notwithstanding the foregoing, the Sub-Advisor (i) printing is not responsible for making determinations regarding the valuations of Fund holdings and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparingis not an official pricing source, printing and mailing shall not be liable for any other literature used by the Distributor in connection with the sale valuation determinations (including any calculation of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their Fund’s net asset value (determined in the manner set forth in the Trust's then-current Prospectusvalue).

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the Prospectusapplicable Prospectuses. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of the sale of sharesPortfolio, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the Fund's Declaration of Trust's Declaration, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus relating to the Portfolio (including any supplement or amendment thereto), PROVIDED, HOWEVER, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the DistributorPortfolio. (d) All Trust Shares of the Portfolio offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Funds Distributor may be reimbursed for all or a portion of the expenses described above the extent permitted by one or more distribution plans adopted by the Fund on behalf of the Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to investment dealers, banks or financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Fund agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of Shares, as from time to time set forth in the applicable Prospectuses. Funds Distributor may retain (or receive from the Fund, as the case may be) all of any CDSC. Funds Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Trust (whether authorized but unissued or treasury Shares, in the Trust's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will shall act only in on its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, Shares the Distributor and its designated agent(s) will shall act in conformity with the Trust's DeclarationTrust Agreement, By-laws Laws and Prospectus Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will shall conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Sharessuch sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and Prospectuses and any sales literature specifically approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will Distributor shall bear the costs and expenses incurred for cost of (i) printing and mailing to prospective investors copies of the distributing any Prospectus (including supplements any supplement thereto) to persons who are not either shareholders or counsel, independent accountants, administrators or other persons providing similar services to the Trust, and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing distributing any other literature used literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Distributor Trust in connection with the sale preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by under the Distributor1933 Act. (d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus).

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Series (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect the sale of sharesShares of each Series, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationTrust Instrument, By-laws and Prospectus and with the instructions and directions of the Trust's Board of Trustees and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature specifically approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent Unless the Trust is permitted has adopted a plan pursuant to do so by applicable law. It is understood that Rule 12b-1 under the Adviser 1940 Act which provides otherwise, the Distributor will bear the costs and expenses incurred for of (i) printing and mailing distributing to prospective investors copies of the any Prospectus (including supplements any supplement thereto) and annual and interim reports of the Trust Series (after such items have been prepared and set in type by the Trust) which are used in connection with the offering of Trust's SharesShares of a Series; and (ii) preparing, printing and mailing distributing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance Shares; provided, however, that -------- ------- the Distributor shall not be obligated to bear the expenses advanced incurred by the DistributorTrust in connection with the preparation and printing of Prospectuses used for regulatory purposes and for distribution to existing shareholders. (d) All Trust Shares of the Series offered for sale by the Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust Instrument and then-current Prospectus) plus (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then-current Prospectus). If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold shares of the Series. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then-current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise. The Trust reserves the right to reject any order but will not do so without reasonable cause. (e) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re- allowed by the Distributor to broker dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker- dealer or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this AgreementContract, Shares of each Fund the Series (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect the sale of sharesShares of each Series, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationTrust Instrument, By-laws and Prospectus and with the instructions and directions of the Trust's Board of Trustees and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature specifically approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent Unless the Trust is permitted has adopted a plan pursuant to do so by applicable law. It is understood that Rule 12b-l under the Adviser 1940 Act which provides otherwise, the Distributor will bear finance at its own expense such activities as it deems reasonable and which are primarily intended to result in the costs and expenses incurred for sale of shares, including but not limited to: (i) printing and mailing distributing to prospective investors copies of the any Prospectus (including supplements any supplement thereto) and annual and interim reports of the Trust Series (after such items have been prepared and set in type by the Trust) which are used in connection with the offering of Trust's SharesShares of a Series; and (ii) preparing, printing and mailing distributing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance Shares; provided, however, that the Distributor shall not be obligated to bear the expenses advanced incurred by the DistributorTrust in connection with the preparation and printing of Prospectuses used for regulatory purposes and for distribution to existing shareholders. (d) All Trust Shares of the Series offered for sale by the Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust Instrument and then-current Prospectus) plus (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then-current Prospectus). If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold shares of the Series. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then-current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise. The Trust reserves the right to reject any order but will not do so without reasonable cause. (e) If any Shares sold by the Distributor under the terms of this Contract are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealer or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Company agrees to sell through the DistributorCFG, as agent, from time to time during the term of this Agreement, Shares of each Fund the Funds (whether authorized but unissued or treasury shares, in the Company's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor CFG will act only in on its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor CFG shall devote its best efforts to effect the sale sales of shares, but shall not be obligated to sell any certain number of Shares.Shares of (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) Shares CFG will act in conformity with the TrustCompany's DeclarationCharter, By-laws Bylaws and Prospectus Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Company, and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws or and regulations. In connection with the sale of Sharessuch sales, the Distributor CFG acknowledges and agrees that it is not authorized to provide any information or make any representation representations other than as contained in the TrustCompany's Registration Statement or Prospectus and Prospectuses and any sales literature specifically approved by the TrustCompany. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser CFG will bear the costs and expenses incurred for cost of (i) printing and mailing to prospective investors copies of the distributing any Prospectus (including supplements any supplement thereto) ), and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing distributing any other literature used by the Distributor literature, advertisement or material which is primarily intended to result in connection with the sale of the Shares; provided, however, that CFG shall not be obligated to bear the expenses incurred by the Company in connection with (1) the preparation and printing of any supplement or amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Act or any state securities laws; and (iii2) reimbursement the printing and distribution of any Prospectus, supplement or amendment thereto for NASD advertising compliance expenses advanced by existing shareholders of the DistributorFund described therein. (d) All Trust Shares of the Aggressive Growth, U.S. Government Securities, Capital Income, California Tax- Exempt Bond, Blue Chip, Flexible Bond, Asset Allocation, National Municipal Bond, Utilities, Corporate Bond, Growth and Income, International Bond and International Equity Funds of the Company offered for sale by the Distributor CFG shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the TrustCompany's thenCharter and then current Prospectuses) plus, except with respect to those classes of persons or transactions set forth in the then current Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the Company's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions by CFG to broker-dealers and other persons shall be set forth in either the selling agreements between CFG and such broker-dealers and persons or, if such concessions are described in the then current Prospectus)Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with CFG shall (e) If any Shares sold by CFG under the terms of this Agreement are redeemed or repurchased by the Company or by CFG as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, CFG shall forfeit the amount above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount re-allowed by CFG to broker-dealers or other persons shall be repayable to the Company only to the extent recovered by CFG from the broker-dealer or other person concerned. CFG shall include in the forms of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Company or by CFG as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Fund agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Series (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect the sale of sharesShares of each Series, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationCharter, By-laws and Prospectus Prospectuses and with the instructions and directions of the Fund's Board of Trustees Directors and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the TrustFund's Registration Statement or Prospectus Prospectuses and any sales literature specifically approved by the TrustFund. (c) The Trust will not bear any costs and expenses incurred Unless the Fund has adopted with respect to distribution of shares except the Series a plan pursuant to Rule 12b-1 under the extent 1940 Act which provides otherwise, the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs and expenses incurred for of (i) printing and mailing distributing to prospective investors copies of the any Prospectus (including supplements any supplement thereto) and annual and interim reports of the Trust Series (after such items have been prepared and set in type by the Fund) which are used in connection with the offering of Trust's SharesShares of a Series; and (ii) preparing, printing and mailing distributing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance Shares; PROVIDED, HOWEVER, that the Distributor shall not be obligated to bear the expenses advanced incurred by the DistributorFund in connection with the preparation and printing Prospectuses used for regulatory purposes and for distribution to existing shareholders. (d) All Trust Shares of the Series offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the TrustFund's Charter and then-current Prospectuses) plus, (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Fund's then-current Prospectus)Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold shares of the Series. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then-current Prospectuses, shall be as so set forth. No broker- dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of its Shares to the public or otherwise. The Fund reserves the right to reject any order but will not do so without reasonable cause. (e) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by the Distributor from the broker-dealer or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Distributor covenants as follows with respect to its services and duties: a. The Distributor agrees to sell through the Distributorsell, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices price as described in the applicable Fund’s current prospectus (“Prospectus. The Distributor will act only ”) and statement of additional information included in its own behalf such Fund’s registration statement under the Securities Act of 1933, as principal in making agreements with selected dealers or others for amended (the sale and redemption of Shares“1933 Act”), and shall sell Shares only at the offering prices Investment Company Act of 1940, as set forth in amended (the Prospectus“1940 Act”) (each a “Registration Statement”). The Distributor shall devote use its best efforts to effect sell Shares of each class or series of each of the sale of shares, Funds but shall not be obligated to sell any certain number of Shares. b. The Distributor shall have the right to enter into agreements with financial intermediaries of its choice for the sale of Shares; provided, however, that the Distributor shall periodically inform the Directors of the nature and substance of such agreements. The Distributor will act only on its own behalf as principal in making agreements with financial intermediaries. No broker-dealer or other financial intermediary which enters into a selling or servicing agreement with the Distributor shall be authorized to act as agent for the Funds in connection with the offering and sale of Shares to the public or otherwise, except to the extent the Distributor appoints a broker-dealer or other financial intermediary as agent for the Funds or the Distributor for the limited purpose of accepting purchase, exchange and redemption orders from such intermediary’s customers. With respect to financial intermediaries who are subject to requirements of the Financial Industry Regulatory Authority (b) In “FINRA”), the Distributor shall offer and sell Shares only through such financial intermediaries who are members in good standing of FINRA and who agree to abide by the applicable rules of FINRA, as amended from time to time. c. The Distributor shall use its best efforts in all matters relating respects to comply with federal and state laws applicable to the sale of the Shares and redemption the applicable rules of SharesFINRA. d. The Distributor shall prepare or review, provide advice with respect to, and file with the federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof. e. In performing all of its services and duties as Distributor, the Distributor and its designated agent(s) will act in conformity with the Trust's Declarationapplicable Fund’s charter, Byby-laws laws, Registration Statements and Prospectus resolutions and with the other instructions and directions of the Board applicable Fund’s Boards of Trustees Directors. f. Each Fund shall have the right to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, and will conform to suspend the redemption of Shares of such Fund at any time permitted by the 1940 Act or the rules and comply with the requirements regulations of the Securities and Exchange Act Commission (the “Commission”). g. Each Fund reserves the right to reject any order for Shares. h. If the Prospectus or Plan (as defined in Section 3) of 1934any Fund contemplates the payment of advance concessions to broker-dealers, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal retirement plan administrators or state laws or regulations. In connection with the sale of Shares, others by the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution any class of shares except to shares, unless expressly agreed otherwise in writing between the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparingparties, printing and mailing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced all such payments shall be made by the Distributor. (d) All Trust Shares offered for sale by ; provided, however, that Distributor’s obligation to pay the advance concessions at any particular point in time is contingent upon there existing at such time, with respect to such advances, a financing arrangement between Distributor and a financier, which is reasonably satisfactory to the Distributor shall be offered for sale and does not require the Distributor to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus)incur debt.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesPortfolios, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the Fund's Declaration of Trust's Declaration, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Portfolios offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Funds Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Fund on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Fund agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Funds Distributor may retain (or receive from the Fund, as the case may be) all of any CDSC. Funds Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of the sale of sharesPortfolio, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, -------- however, that Funds Distributor shall not be obligated to bear the expenses ------- incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Portfolio offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Funds Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Fund on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Fund agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Funds Distributor may retain (or receive from the Fund, as the case may be) all of any CDSC. Funds Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in on its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesPortfolios, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationTrust Instrument, Byby-laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs cost of printing and distributing any Prospectuses (including any supplement or amendment thereto), provided, however, that Distributor shall not be obligated to bear the expenses incurred for by the Trust in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Portfolios offered for sale by the Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the applicable Prospectuses) plus, except to those classes of persons or Shares set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Distributor to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by Distributor from the broker-dealer or other persons concerned. Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Trust on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Distributor or by a Portfolio or Distributor to investment dealers, banks or other financial institutions through whom shares of the Trust are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Trust agrees that it shall provide notice to Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Distributor may retain (or receive from the Trust's then, as the case may be) all of any CDSC. Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesPortfolios, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the DistributorPortfolio. (d) All Trust Shares of the Portfolio offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker- dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-current Prospectus)dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesPortfolios, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Portfolios offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re- allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Funds Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Fund on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Fund agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Funds Distributor may retain (or receive from the Fund, as the case may be) all of any CDSC. Funds Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of the sale of sharesPortfolio, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), PROVIDED, HOWEVER, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus).

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of the sale of sharesPortfolio, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Portfolio offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker- dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Funds Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Fund on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Fund agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Funds Distributor may retain (or receive from the Fund, as the case may be) all of any CDSC. Funds Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust Fund agrees to sell through the DistributorLongrow Securities, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor Longrow Securities will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor Longrow Securities shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesPortfolios, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) Longrow Securities will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies All Shares of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares Portfolios offered for sale by the Distributor Longrow Securities shall be offered for sale to the public at a price per Share share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectusapplicable Prospectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. (d) In consideration of its services hereunder and pursuant to the Shareholder Servicing Agreement dated February 4, 1997, the Fund shall pay to Longrow Securities a fee of 0.10 percent of the average daily net assets of the Funds.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationArticles of Incorporation, Byby-laws and Prospectus applicable Fund Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, that Distributor shall not be obligated to bear the expenses incurred for by the Trust in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the applicable Prospectuses) plus, except to those classes of persons or Shares set forth in the applicable Prospectuses, (ii) any sales charge which may be applicable shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Distributor shall be authorized to act as agent for the Funds in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Distributor shall forfeit the amount above the net asset value, if any, received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Distributor to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by Distributor from the broker-dealer or other persons concerned. Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Should the Trust's then, on behalf of one or more series of the Trust, adopt one or more plans of distribution pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1 Plan"), Distributor shall be paid compensation for its services, (and/or reimbursed for expenses), to the extent permitted by any such Rule 12b-1 Plan. No provision of this Agreement may be deemed to prohibit any payments by a Fund to Distributor or by a Fund or Distributor to investment dealers, banks or other financial institutions through which shares of the Funds are sold where such payments are made under such Rule 12b-1 Plan. The Funds agree that they shall provide notice to Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under any such Rule 12b-1 Plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Distributor may retain (or receive from the Funds, as the case may be) all of any CDSC. Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of the sale of sharesPortfolio, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and applicable Prospectus and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus).

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesPortfolios, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), PROVIDED, HOWEVER, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the DistributorPortfolios. (d) All Trust Shares of each Portfolio offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-current Prospectus)dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Fund agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Series (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect the sale of sharesShares of each Series, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationCharter, By-laws and Prospectus Prospectuses and with the instructions and directions of the Fund's Board of Trustees Directors and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the TrustFund's Registration Statement or Prospectus Prospectuses and any sales literature specifically approved by the TrustFund. (c) The Trust will not bear any costs and expenses incurred Unless the Fund has adopted with respect to distribution of shares except the Series a plan pursuant to Rule 12b-1 under the extent 1940 Act which provides otherwise, the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs and expenses incurred for of (i) printing and mailing distributing to prospective investors copies of the any Prospectus (including supplements any supplement thereto) and annual and interim reports of the Trust Series (after such items have been prepared and set in type by the Fund) which are used in connection with the offering of Trust's SharesShares of a Series; and (ii) preparing, printing and mailing distributing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance Shares; PROVIDED, HOWEVER, that the Distributor shall not be obligated to bear the expenses advanced incurred by the DistributorFund in connection with the preparation and printing Prospectuses used for regulatory purposes and for distribution to existing shareholders. (d) All Trust Shares of the Series offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the TrustFund's Charter and then-current Prospectuses) plus, (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Fund's then-current Prospectus)Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold shares of the Series. Concessions by the Distributor to broker- dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker- dealers and persons or, if such concessions are described in the then-current Prospectuses, shall be as so set forth. No broker- dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of its Shares to the public or otherwise. The Fund reserves the right to reject any order but will not do so without reasonable cause. (e) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by the Distributor from the broker-dealer or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term theterm of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in theTrust's sole discretion) upon the terms and at the current offering prices price as described in the theapplicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements makingagreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares sellShares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall Distributorshall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated beobligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity inconformity with the Trust's DeclarationArticles of Incorporation, Byby-laws and Prospectus applicable FundProspectuses and with the instructions and directions of the Board of Trustees and will of the Trust andwill conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations theregulations of the National Association of Securities DealersDealer s, Inc. and all other applicable federal applicableFederal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs cost of printing and distributing any Prospectus (includingany supplement or amendment thereto), provided, however, that Distributor shall not beobligated to bear the expenses incurred for by the Trust in connection with (i) printing and mailing the preparation andprinting of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessaryfor the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securitieslaws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendmentthereto for existing shareowners of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public thepublic at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the inthe manner set forth in the applicable Prospectuses) plus, except to those classes of persons orShares set forth in the applicable Prospectuses, (ii) any sales charge which may be applicableshall be the percentage of the offering price of such Shares as set forth in the applicableProspectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to thenearest cent. Concessions paid by Distributor to broker-dealers and other persons shall be setforth in either the selling agreements between Distributor and such broker-dealers and personsor, if such concessions are described in the applicable Prospectuses, shall be as so set xxxxx.Xx broker-dealer or other person who enters into a selling or distribution and servicingagreement with Distributor shall be authorized to act as agent for the Funds in connection withthe offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Distributor under the terms of this Agreement are redeemedor repurchased by the Trust or by Distributor as agent or are tendered for redemption withinseven business days after the date of confirmation of the original purchase of said Shares,Distributor shall forfeit the amount above the net asset value, if any, received by it withrespect to such Shares, provided that the portion, if any, of such amount re-allowed byDistributor to broker-dealers or other persons shall be repayable to the Trust only to the extentrecovered by Distributor from the broker-dealer or other persons concerned. Distributor shallinclude in the form of agreement with such broker -dealers and other persons acorresponding provision for the forfeiture by them of their concession with respect toShares sold by them or their principals and redeemed or repurchased by the Trust or byDistributor as agent (or tendered for redemption) within seven business days after the dateof confirmation of such initial purchases. (f) Should the Trust's then, on behalf of one or more series of the Trust, adopt one or moreplans of distribution pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1 Plan"),Distributor shall be paid compensation for its services, (and/ or reimbursed for expenses),to the extent permitted by any such Rule 12b-1 Plan. No provision of this Agreement maybe deemed to prohibit any payments by a Fund to Distributor or by a Fund or Distributorto investment dealers, banks or other financial institutions through which shares of theFunds are sold where such payments are made under such Rule 12b-1 Plan. The Fundsagree that they shall provide notice to Distributor at least 30 days prior to the effective dateof the elimination of or the decrease in the amount of expenses reimbursable under anysuch Rule 12b-1 Plan. (g) With respect to such classes of shares, if any, that are sold with a contingentdeferred sales charge ("CDSC"), Distributor shall impose a CDSC in connection with theredemption of the Shares of such classes, not to exceed a specified percentage of theoriginal purchase price of the Shares, as from time to time set forth in the applicableProspectuses. Distributor may retain (or receive from the Funds, as the case may be) all ofany CDSC. Distributor may pay to broker-current Prospectus)dealers or other persons through whom suchShares are sold a commission or other payment to the extent consistent with the currentProspectuses and applicable rules and regulations.

Services and Duties. (a) The Trust agrees to sell through the DistributorPFPC, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor PFPC will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor Prior to making any payments from its own resources to financial institutions, securities dealers or other industry professionals for shareholder services, administration or distribution assistance for a Fund, PFPC will enter into written agreements in a form satisfactory to the Trust's Board of Trustees. PFPC shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) PFPC will act in conformity with the Trust's DeclarationDeclaration of Trust, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, 1933 (the "1933 Act"), the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies All Shares of the Prospectus (including supplements thereto) Funds and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used future funds covered by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares this Agreement offered for sale by the Distributor PFPC shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the applicable Prospectuses), plus (ii) any sales charge applicable to a class of Shares which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses and, in respect of Class B Shares, as set forth below. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by PFPC to broker-dealers and other persons shall be set forth in either the selling agreements between PFPC and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with PFPC shall be authorized to act as agent for the Trust in connection with the offering or sale of Shares to the public or otherwise. (d) If any Shares (other than Class B Shares) sold by PFPC under the terms of this Agreement are redeemed or repurchased by the Trust or by PFPC as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, PFPC shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by PFPC to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by PFPC from the broker-dealer or other persons concerned. PFPC shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by PFPC as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (e) In accordance with the Distribution Plan-B Shares of the Trust (the "Plan"), the Trust in respect of each Fund shall pay to the Distributor or, at the Distributor's direction, to a third party, monthly in arrears on or prior to the [10th] business day of the following calendar month, the Distributor's Allocable Portion (as defined below) of a fee (the "Class B Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the B Shares of each Fund outstanding on such day. The Trust in respect of each Fund agrees to withhold from redemption proceeds of the B Shares, the Distributor's Allocable Portion of any contingent deferred sales charge ("CDSC") payable with respect to the B Shares, as provided in each Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction, to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Plan. For purposes of this Agreement, the term "Allocable Portion" of the Class B Distribution Fee and CDSCs payable with respect to B Shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached as Schedule A to the Plan. The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Class B Distribution Fee and the right to payment of its Allocable Portion of the CDSCs with respect to each Class B Share upon the settlement date of each Class B Share taken into account in determining the Distributor's Allocable Portion of Class B Distribution Fees. The provisions set forth in Section 2 of the Plan (in effect on the date hereof) relating to B Shares, together with the related definitions and Schedule A to the Plan are hereby incorporated by reference into this Section II with the same force and effect as if set forth herein in their entirety. Service Plan Reports. So long as the Trust has one or more service plans in effect for one or more classes of shares (the "Service Plans"), the Distributor shall provide the Trust's then-current Prospectus)Board of Trustees at least quarterly, a written report of the amounts expended by the Distributor pursuant to the Service Plans and the purpose for which such expenditures were made.

Services and Duties. (a) The Trust Fund agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Series (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect the sale of sharesShares of each Series, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationCharter, By-laws and Prospectus Prospectuses and with the instructions and directions of the Fund's Board of Trustees Directors and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the TrustFund's Registration Statement or Prospectus Prospectuses and any sales literature specifically approved by the TrustFund. (c) The Trust will not bear any costs and expenses incurred Unless the Fund has adopted with respect to distribution of shares except the Series a plan pursuant to Rule 12b-1 under the extent 1940 Act which provides otherwise, the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs and expenses incurred for of (i) printing and mailing distributing to prospective investors copies of the any Prospectus (including supplements any supplement thereto) and annual and interim reports of the Trust Series (after such items have been prepared and set in type by the Fund) which are used in connection with the offering of Trust's SharesShares of a Series; and (ii) preparing, printing and mailing distributing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance Shares; PROVIDED, HOWEVER, that the Distributor shall not be obligated to bear the expenses advanced incurred by the DistributorFund in connection with the preparation and printing Prospectuses used for regulatory purposes and for distribution to existing shareholders. (d) All Trust Shares of the Series offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the TrustFund's Charter and then-current Prospectuses) plus, (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Fund's then-current Prospectus)Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold shares of the Series. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then-current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of its Shares to the public or otherwise. The Fund reserves the right to reject any order but will not do so without reasonable cause. (e) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by the Distributor from the broker-dealer or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesPortfolios, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the Fund's Declaration of Trust's Declaration, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, -------- ------- that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Portfolios offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker- dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Funds Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Fund on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the "Plan"). The Fund agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Funds Distributor may retain (or receive from the Fund, as the case may be) all of any CDSC. Funds Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Trust’s sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's Declaration’s Articles of Incorporation, Byby-laws and Prospectus applicable Fund Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, that Distributor shall not be obligated to bear the expenses incurred for by the Trust in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the applicable Prospectuses) plus, except to those classes of persons or Shares set forth in the applicable Prospectuses, (ii) any sales charge which may be applicable shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Distributor shall be authorized to act as agent for the Funds in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Distributor shall forfeit the amount above the net asset value, if any, received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Distributor to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by Distributor from the broker-dealer or other persons concerned. Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Should the Trust's then, on behalf of one or more series of the Trust, adopt one or more plans of distribution pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”), Distributor shall be paid compensation for its services, (and/or reimbursed for expenses), to the extent permitted by any such Rule 12b-1 Plan. No provision of this Agreement may be deemed to prohibit any payments by a Fund to Distributor or by a Fund or Distributor to investment dealers, banks or other financial institutions through which shares of the Funds are sold where such payments are made under such Rule 12b-1 Plan. The Funds agree that they shall provide notice to Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under any such Rule 12b-1 Plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Distributor may retain (or receive from the Funds, as the case may be) all of any CDSC. Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Trust’s sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesFunds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's Declaration’s Articles of Incorporation, Byby-laws and Prospectus applicable Fund Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, that Distributor shall not be obligated to bear the expenses incurred for by the Trust in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the class ("Class") of Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributordescribed therein. (d) All Trust Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons or Shares set forth in the applicable Prospectuses, (ii) any sales charge which may be applicable shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Distributor shall be authorized to act as agent for the Funds in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Distributor shall forfeit the amount above the net asset value, if any, received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Distributor to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by Distributor from the broker-dealer or other persons concerned. Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. (f) Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by one or more distribution plans adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement may be deemed to prohibit any payments by a Fund to Distributor or by a Fund or Distributor to investment dealers, banks or other financial institutions through whom shares of the Funds are sold where such payments are made under a distribution plan adopted by the Funds on behalf of such Fund pursuant to Rule 12b-1 under the Act (the "Plan"). The Funds agree that they shall provide notice to Distributor at least 30 days prior to the effective date of the elimination of or the decrease in the amount of expenses reimbursable under such a distribution plan. (g) With respect to such classes of shares, if any, that are sold with a contingent deferred sales charge ("CDSC"), Distributor shall impose a CDSC in connection with the redemption of the Shares of such classes, not to exceed a specified percentage of the original purchase price of the Shares, as from time to time set forth in the applicable Prospectuses. Distributor may retain (or receive from the Funds, as the case may be) all of any CDSC. Distributor may pay to broker-dealers or other persons through whom such Shares are sold a commission or other payment to the extent consistent with the current Prospectus)Prospectuses and applicable rules and regulations.

Services and Duties. (a) The Trust Fund agrees to sell through the Funds Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Funds Distributor shall devote its best appropriate efforts to effect sales of Shares of each of the sale of sharesPortfolios, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Funds Distributor and its designated agent(s) will act in conformity with the TrustFund's DeclarationArticles of Incorporation, By-laws Laws and Prospectus applicable Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Fund and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Funds Distributor will bear the costs cost of printing and distributing any Prospectus relating to the Portfolios (including any supplement or amendment thereto), provided, however, that Funds Distributor shall not be obligated to bear the expenses incurred for by the Fund in connection with (i) the preparation and printing and mailing of any supplement or amendment to prospective investors copies a Registration Statement or Prospectus necessary for the continued effective registration of the Prospectus (including supplements thereto) Shares under the 1933 Act or state securities laws; and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, the printing and mailing distribution of any other literature used by the Distributor in connection with the sale Prospectus, supplement or amendment thereto for existing shareholders of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the DistributorPortfolios. (d) All Trust Shares of each Portfolio offered for sale by the Funds Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's thenapplicable Prospectuses) plus, except to those classes of persons set forth in the applicable Prospectuses, (ii) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the applicable Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-current Prospectus)dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Fund only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust Distributor enters into the following covenants with respect to its services and duties: a. The Distributor agrees to sell through the Distributorsell, as agent, from time to time during the term of this Agreement, Shares of each Fund shares upon the terms and at the current offering prices price as described in the Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers dealers. No broker-dealer or others other person which enters into a selling or servicing agreement with the Distributor shall be authorized to act as agent for the sale and redemption of Shares, and shall sell Shares only at Fund in connection with the offering prices as set forth in or sale of shares to the Prospectuspublic or otherwise. The Distributor shall devote use its best efforts to effect sell shares of each class or subclass of the sale of shares, Fund but shall not be obligated to sell any certain number of Sharesshares. b. The Distributor shall prepare or review, provide advice with respect to, and file with the federal and state agencies or other organization as required by federal, state, or other applicable laws and regulations, all sales literature (badvertisements, brochures and shareholder communications) for the Fund and any class or subclass thereof. c. In performing all matters relating to the sale of its services and redemption of Sharesduties as Distributor, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationCharter, By-laws and Laws, Prospectus and with the resolutions and other instructions and directions of the Fund's Board of Trustees Directors and will conform and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws or regulations. In connection with the sale of Shares, the comply d. The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for cost of (i) printing and mailing to prospective investors copies of the distributing any Prospectus (including supplements any supplement thereto) to persons who are not shareholders, and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing distributing any other literature used literature, advertisement or material which is primarily intended to result in the sale of shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Distributor Fund in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the shares under the 1933 Act and state securities laws and the distribution of any such document to existing shareholders of the Fund. e. The Fund shall have the right to suspend the sale of shares at any time in response to conditions in the Shares securities markets or otherwise, and (iii) reimbursement for NASD advertising compliance expenses advanced to suspend the redemption of shares of the Fund at any time permitted by the Distributor1940 Act or the rules and regulations of the Commission ("Rules"). (d) All Trust Shares offered f. The Fund reserves the right to reject any order for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus)shares but will not do so arbitrarily or without reasonable cause.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Series (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect the sale of sharesShares of each Series, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's DeclarationTrust Instrument, By-laws and Prospectus and with the instructions and directions of the Trust's Board of Trustees and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature specifically approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent Unless the Trust is permitted has adopted a plan pursuant to do so by applicable law. It is understood that Rule 12b-l under the Adviser 1940 Act which provides otherwise, the Distributor will bear the costs and expenses incurred for of (i) printing and mailing distributing to prospective investors copies of the any Prospectus (including supplements any supplement thereto) and annual and interim reports of the Trust Series (after such items have been prepared and set in type by the Trust) which are used in connection with the offering of Trust's SharesShares of a Series; and (ii) preparing, printing and mailing distributing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance Shares; PROVIDED, HOWEVER, that the Distributor shall not be obligated to bear the expenses advanced incurred by the DistributorTrust in connection with the preparation and printing of Prospectuses used for regulatory purposes and for distribution to existing shareholders. (d) All Trust Shares of the Series offered for sale by the Distributor shall be offered for sale to the public at a price per Share share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust Instrument and then-current Prospectus) plus (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then-current Prospectus). If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold shares of the Series. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then-current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise. The Trust reserves the right to reject any order but will not do so without reasonable cause. (e) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealer or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.

Services and Duties. (a) The Trust agrees Subject to sell through the Distributorsupervision and control of the Company's Board of Directors, BISYS will provide facilities, equipment and personnel to carry out those administrative services that are for the benefit of all series of Shares in each of the Funds, provided that such services will not include those investment advisory functions which are to be performed by the Company's Investment Adviser, the services of Concord Financial as agent, from time Distributor pursuant to time during the term of this Distribution Agreement, Shares those services to be performed by The Bank of each New York and PNC Bank, National Association ("PNC") pursuant to the Company's Custody Agreements, those services to be performed by BISYS Fund upon Services, Inc. ("Transfer Agent") pursuant to the terms Company's Transfer Agency Agreement and at those services normally performed by the current offering prices as described in the Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale Company's counsel and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Sharesauditors. (b) In all matters The responsibilities of BISYS include, without limitation, the following services: (i) Participation in the periodic updating of the prospectuses and statements of additional information for the Funds (the "Prospectuses") and accumulation of information for and, subject to approval by the Company's Treasurer and legal counsel, coordination of the preparation, filing, printing and dissemination of reports to the Funds' shareholders and the Securities and Exchange Commission (the "Commission"), including but not limited to annual reports and semi-annual reports on Form N-SAR, notices pursuant to Rule 24f-2 and proxy materials; (ii) Computation of each Fund's net asset value per share on each business day and determination of the variance of each Fund's amortized cost value per share from its market value per share; (iii) Calculation of the expenses, dividends and capital gain distributions of each Fund; (v) Determination, after consultation with legal counsel for the Company, of the jurisdictions in which Shares for sale to institutional investors are to be registered or qualified for sale and, in connection therewith, responsibility for the maintenance of the registration or qualification of the Shares for sale under the securities laws of such jurisdictions; (vi) Provision of the services of persons who may be appointed as officers of the Company by the Company's Board of Directors; (vii) Preparation and filing of the Company's federal, state and local income tax returns; (viii) Preparation and, subject to approval of the Company's Treasurer, dissemination of the Company's and each Fund's quarterly financial statements and schedules of investments to the Company's directors, and preparation of such other reports relating to the sale business and affairs of the Company and each Fund as the officers and directors of the Company may from time to time reasonably request; and (ix) Provision of internal legal and accounting compliance services. (c) In addition, BISYS shall provide the following services with respect to all shareholders in the Funds (regardless of the class of Shares held) who have made a minimum initial purchase of at least $500,000: (i) Providing and supervising a facility to receive purchase and redemption orders via toll-free IN-WATS telephone lines; (ii) Providing for the preparing, supervising and mailing of Sharesconfirmations for all purchase and redemption orders; (iii) Providing and supervising the operation of an automated data processing system to process purchase and redemption orders received by BISYS (BISYS assumes responsibility for the accuracy of the data transmitted for processing or storage); (iv) Overseeing the performance of The Bank of New York, PNC and Transfer Agent under the Distributor Custody Agreements and Transfer Agency Agreement including a review of all correspondence from the transfer agent to shareholders for accuracy and timeliness in handling inquiries and review of dividend checks, statements and purchase and redemption orders for proper turn-around; (v) Making available information concerning each Fund to shareholders; distributing written communications to each Fund's shareholders such as periodic listings of each Fund's portfolio securities, annual and semi-annual reports, and Prospectuses and supplements thereto; and handling shareholder problems and calls relating to administrative matters; (vi) Providing and supervising the services of employees ("relationship coordinators") whose principal responsibility and function will be to preserve and strengthen each Fund's relationships with its designated agent(sshareholders; (vii) Assuring that persons are available to transmit redemption requests to the Company's transfer agent as promptly as practicable; (viii) Assuring that persons are available to transmit orders accepted for the purchase of Shares to the transfer agent of the Company as promptly as practicable; (ix) Preparing regular reports for internal use and for distribution to the Company's Board of Directors concerning shareholder activity; and (x) Responding to shareholder inquiries sent to the Company. (d) BISYS shall oversee the maintenance by The Bank of New York, PNC and Transfer Agent of the books and records required under the 1940 Act in connection with performance of the Custody Agreements and Transfer Agency Agreement, and shall maintain (or oversee the maintenance by such other persons as may from time to time be approved by the Company's Board of Directors) such other books and records (other than those required to be maintained by the Funds' investment adviser) as may be required by law or may be required for the proper operation of the business and affairs of the Funds. In compliance with the requirements of Rule 31a-3 under the 1940 Act, BISYS agrees that all such books and records which it maintains, or is responsible for maintaining, for the Company and the Funds are the property of the Company and further agrees to surrender promptly to the Company any of such books and records upon the Company's request. BISYS further agrees to preserve for (e) In performing its services and duties hereunder as Administrator for the Funds, BISYS will act in conformity with the TrustCompany's DeclarationCharter, By-laws Bylaws and Prospectus Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Company, and will conform to and comply with the requirements of the Securities Exchange 1940 Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor. (d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus).

Services and Duties. (a) The Trust Company agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund the Funds (whether authorized but unissued or treasury shares, in the Company's sole discretion) upon the terms and at the current offering prices price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected broker/dealers ("Dealers") or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect the sale of sharesShares of each Fund, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the TrustCompany's DeclarationCharter, By-laws and Prospectus Prospectuses and with the instructions and directions of the Company's Board of Trustees Directors and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal Federal or state laws or and regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the TrustCompany's Registration Statement or Prospectus Prospectuses and any sales literature specifically approved by the TrustFunds. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser Distributor will bear the costs and expenses incurred for of (i) printing and mailing distributing to prospective investors copies of the any Prospectus (including supplements any supplement thereto) and annual and interim reports of the Trust Funds (after such items have been prepared and set in type by the Funds) which are used in connection with the offering of Trust's SharesShares of a Fund; and (ii) preparing, printing and mailing distributing any other literature used by the Distributor in connection with the sale of the Shares and Shares; (iii) reimbursement for NASD advertising compliance any expense of sending confirmations and statements to any dealer having a sales agreement with the Distributor; and (iv) any compensation paid to dealers in connection with the sale of Shares; PROVIDED, HOWEVER, that the Distributor shall not be obligated to bear the expenses advanced incurred by the DistributorFunds in connection with the preparation and printing Prospectuses used for regulatory purposes and for distribution to existing shareholders. Concessions by the Distributor to Dealers and other persons shall be set forth in either the selling agreements between the Distributor and such Dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as set forth. No Dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Funds in connection with the offering or sale of its Shares to the public or otherwise. (d) All Trust Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the TrustCompany's then-Charter and then current ProspectusProspectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. The Company reserves the right to reject any order but will not do so without reasonable cause. (e) The Distributor shall, no less than quarterly, provide the Company's Board of Directors with a written report (in a form acceptable to the Funds) of its activities as distributor for each Fund.

Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices as described in the Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's Declaration, By-laws and Prospectus and with the instructions and directions of the Board of Trustees and will conform and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws or regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust. (c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; and (ii) preparing, printing and mailing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the DistributorShares. (d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus).