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 such Fund’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 applicable 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 Declaration, By-laws and the Funds’ 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 Financial Industry Regulatory Authority (FINRA) and all other applicable federal or state laws or regulations. In connection with the sale of Shares of a Fund, 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 such Fund’s Prospectus and any sales literature approved by such Fund. (c) All Shares of a Fund 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 such Fund’s then-current Prospectus), plus any applicable sales charge as set forth in such Fund’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 upon the terms and at the current offering prices as described in such Fund’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 applicable 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 Declaration, By-laws and the Funds’ 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 Financial Industry Regulatory Authority (FINRA) and all other applicable federal or state laws or regulations. In connection with the sale of Shares of a Fund, 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 such Fund’s Prospectus and any sales literature approved by such Fund. (c) All Shares of a Fund 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 such Fund’s then-current Prospectus), plus any applicable sales charge as set forth in such Fund’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 the Fund upon the terms and at the current offering prices as described in such Fund’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 applicable 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 Declaration, By-laws and the Funds’ Prospectuses Fund’s 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 Financial Industry Regulatory Authority (FINRA) and all other applicable federal or state laws or regulations. In connection with the sale of Shares of a the Fund, 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 such Fund’s Prospectus and any sales literature approved by such Fund. (c) All Shares of a the Fund 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 such Fund’s then-current Prospectus), plus any applicable sales charge as set forth in such 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 in the Trust in order that such Financial Intermediaries may sell shares of a Fund. 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’s Rule 12b-1 Distribution Plan as from time to time shall be reasonably requested by the Board of Trustees. (g) The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.

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 such Fund’s '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 applicable Fund’s '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 the Funds’ ' 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 Financial Industry Regulatory Authority (FINRA) National Association of Securities Dealers, Inc. and all other applicable federal or state laws or regulations. In connection with the sale of Shares of a Fund, 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 such Fund’s 's Prospectus and any sales literature approved by such Fund. (c) All Shares of a Fund 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 such Fund’s 's then-current Prospectus), plus any applicable sales charge as set forth in such Fund’s '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 the Fund upon the terms and at the current offering prices as described in such Fund’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 applicable 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 Declaration, By-laws and the Funds’ Prospectuses Fund’s 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 Financial Industry Regulatory Authority (FINRA) and all other applicable federal or state laws or regulations. In connection with the sale of Shares of a the Fund, 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 such Fund’s Prospectus and any sales literature approved by such Fund. (c) All Shares of a the Fund 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 such Fund’s then-current Prospectus), plus any applicable sales charge as set forth in such 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 in the Trust in order that such Financial Intermediaries may sell shares of a Fund. 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’s Rule 12b-1 Distribution Plan as from time to time shall be reasonably requested by the Board of Trustees. (g) The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.

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 such Fund’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 applicable 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 Declaration, By-laws and the Funds’ 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 Financial Industry Regulatory Authority (FINRA) and all other applicable federal or state laws or regulations. In connection with the sale of Shares of a Fund, 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 such Fund’s Prospectus and any sales literature approved by such Fund. (c) All Shares of a Fund 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 such Fund’s then-current Prospectus), plus any applicable sales charge as set forth in such 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 Funds in the Trust in order that such Financial Intermediaries may sell shares of a Fund. 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’s Rule 12b-1 Distribution Plan as from time to time shall be reasonably requested by the Board of Trustees. (g) The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.

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 such Fund’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 applicable 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 Declaration, By-laws and the Funds’ 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 Financial Industry Regulatory Authority (FINRA) and all other applicable federal or state laws or regulations. In connection with the sale of Shares of a Fund, 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 such Fund’s Prospectus and any sales literature approved by such Fund. (c) All Shares of a Fund 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 such Fund’s then-current Prospectus), plus any applicable sales charge as set forth in such 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 Funds in the Trust in order that such Financial Intermediaries may sell shares of a Fund. 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’s Rule 12b-1 Distribution Plan as from time to time shall be reasonably requested by the Board of Trustees. (g) The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.

Services and Duties. (a) The Trust Except as provided below, the Fund agrees to sell offer for sale exclusively through the Distributor, Distributor as agent, from time to time during the term of this Agreement, Shares of each the Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices net asset value as described in such Fund’s 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 offer Shares only at the offering prices net asset value thereof as set forth in the applicable Fund’s Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of the sale of sharesFund, but shall not be obligated to sell any certain number of Shares. All subscriptions for Shares solicited by the Distributor shall be directed to the Fund for acceptance in the ordinary course of business following the procedures set forth in the Fund's Prospectus as in effect from time to time. The Fund reserves the right to offer Shares directly to investors, including offers in connection with (i) the merger or consolidation of the Fund or its series or classes with any other investment company or series or class thereof, (ii) the Fund's acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or (iii) reinvestment in Shares by the Fund's stockholders of dividends or other distributions or any other offering by the Fund of securities to its stockholders. (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 Fund's Certificate of Trust’s Declaration, Agreement and Declaration of Trust, By-laws Laws, and the Funds’ Prospectuses Prospectus 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, and the 1940 Act, the regulations of the Financial Industry Regulatory Authority (FINRA) National Association of Securities Dealers, Inc. and all other applicable federal or state laws or and regulations. In connection with the sale of Shares of a Fundsuch 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 Fund's Registration Statement or such Fund’s and Prospectus and any sales literature specifically approved by the Fund. The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such Fundsales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (NASD). [The Distributor shall have the right to enter into selected dealer agreements with registered and qualified securities dealers and other financial institutions of its choice for the sale of Shares, provided that the Fund shall approve the forms of such agreements. Within the United States, the Distributor shall offer and sell Shares only to such selected dealers as are members in good standing of the NASD. Shares sold to selected dealers shall be for resale by such dealers only at the offering price determined as set forth in the Prospectus.] (c) Distributor will bear the cost of (i) printing and distributing the Prospectus and Statement of Additional Information (including any supplement thereto) to persons who are not either shareholders of, or counsel, independent accountants or other persons providing similar services to, the Fund, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; PROVIDED, HOWEVER, that Distributor shall not be obligated to bear the expenses incurred by the 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. (d) All Shares of a the Fund 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 such the Fund’s then-'s Certificate of Trust and then current Prospectus). No broker-dealer or other person who enters into a selling agreement with 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 Distributor in its sole discretion may repurchase Shares offered for sale by the shareholders. Repurchase of Shares by the Distributor shall be at the price determined in accordance with, plus any applicable sales charge as and in the manner set forth in such Fund’s then-in, the most current Prospectus. At the end of each business day, the Distributor shall notify, by any appropriate means, the Fund and its transfer agent of the orders for repurchase of Shares received by the Distributor since the last such report, the amount to be paid for such Shares, and the identity of the shareholders offering Shares for repurchase. The Fund reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Fund to receive and transmit promptly to the Fund's transfer agent shareholder requests for redemption of Shares.] [The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board.] [The Distributor shall at all times during the term of this Agreement remain registered as a broker-dealer under the 1934 Act and with each state where such registration is required for the distribution of the Fund's Shares, and shall also remain a member in good standing of the NASD. The Distributor shall immediately notify the Fund in writing if it receives written notification that such registrations or membership have been temporarily or permanently suspended, limited or terminated.]

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 such Fund’s '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 applicable Fund’s '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 the Funds’ ' 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 Financial Industry Regulatory Authority (FINRA) National Association of Securities Dealers, Inc. and all other applicable federal or state laws or regulations. In connection with the sale of Shares of a Fund, 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 such Fund’s 's Prospectus and any sales literature approved by such Fund. (cd) All Shares of a Fund 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 such Fund’s 's then-current Prospectus), plus any applicable sales charge as set forth in such Fund’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 upon the terms and at the current offering prices as described in such Fund’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 applicable 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 Declaration, By-laws and the Funds’ 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 Financial Industry Regulatory Authority (FINRA) National Association of Securities Dealers, Inc. and all other applicable federal or state laws or regulations. In connection with the sale of Shares of a Fund, 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 such Fund’s Prospectus and any sales literature approved by such Fund. (c) All Shares of a Fund 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 such Fund’s then-current Prospectus), plus any applicable sales charge as set forth in such Fund’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 upon the terms and at the current offering prices as described in such Fund’s '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 applicable Fund’s '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 the Funds’ ' 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 Financial Industry Regulatory Authority (FINRA) and all other applicable federal or state laws or regulations. In connection with the sale of Shares of a Fund, 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 such Fund’s 's Prospectus and any sales literature approved by such Fund. (c) All Shares of a Fund 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 such Fund’s 's then-current Prospectus), plus any applicable sales charge as set forth in such Fund’s 's then-current Prospectus.

Services and Duties. (a) The Trust Except as provided below, the Fund agrees to sell offer for sale exclusively through the Distributor, Distributor as agent, from time to time during the term of this Agreement, Shares of each the Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices net asset value as described in such Fund’s 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 offer Shares only at the offering prices net asset value thereof as set forth in the applicable Fund’s Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of the sale of sharesFund, but shall not be obligated to sell any certain number of Shares. All subscriptions for Shares solicited by the Distributor shall be directed to the Fund for acceptance in the ordinary course of business following the procedures set forth in the Fund's Prospectus as in effect from time to time. The Fund reserves the right to offer Shares directly to investors, including offers in connection with (i) the merger or consolidation of the Fund or its series or classes with any other investment company or series or class thereof, (ii) the Fund's acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or (iii) reinvestment in Shares by the Fund's stockholders of dividends or other distributions or any other offering by the Fund of securities to its stockholders. (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 DeclarationFund's Articles, By-laws Laws, and the Funds’ Prospectuses 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, and the 1940 Act, the regulations of the Financial Industry Regulatory Authority (FINRA) National Association of Securities Dealers, Inc. and all other applicable federal or state laws or and regulations. In connection with the sale of Shares of a Fundsuch 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 Fund's Registration Statement or such Fund’s and Prospectus and any sales literature specifically approved by such the Fund. (c) Distributor will bear the cost of (i) printing and distributing the Prospectus and Statement of Additional Information (including any supplement thereto) to persons who are not either shareholders of, or counsel, independent accountants or other persons providing similar services to, the Fund, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that Distributor shall not be obligated to bear the expenses incurred by the 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. (d) All Shares of a the Fund 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 such the Fund’s then-'s Articles and then current Prospectus), plus any applicable sales charge . No broker-dealer or other person who enters into a selling agreement with Distributor shall be authorized to act as set forth agent for the Fund in such Fund’s then-current Prospectusconnection with the offering or sale of its Shares to the public or otherwise.

Services and Duties. (a) The Trust Except as provided below, the Fund agrees to sell offer for sale exclusively through the Distributor, Distributor as agent, from time to time during the term of this Agreement, Shares of each the Fund (whether authorized but unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering prices net asset value as described in such Fund’s 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 offer Shares only at the offering prices net asset value thereof as set forth in the applicable Fund’s Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of the sale of sharesFund, but shall not be obligated to sell any certain number of Shares. All subscriptions for Shares solicited by the Distributor shall be directed to the Fund for acceptance in the ordinary course of business following the procedures set forth in the Fund's Prospectus as in effect from time to time. The Fund reserves the right to offer Shares directly to investors, including offers in connection with (i) the merger or consolidation of the Fund or its series or classes with any other investment company or series or class thereof, (ii) the Fund's acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or (iii) reinvestment in Shares by the Fund's stockholders of dividends or other distributions or any other offering by the Fund of securities to its stockholders. (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 DeclarationFund's Certificate of Incorporation, By-laws Laws, and the Funds’ Prospectuses 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, and the 1940 Act, the regulations of the Financial Industry Regulatory Authority (FINRA) National Association of Securities Dealers, Inc. and all other applicable federal or state laws or and regulations. In connection with the sale of Shares of a Fundsuch 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 Fund's Registration Statement or such Fund’s and Prospectus and any sales literature specifically approved by such the Fund. (c) All Shares Distributor will bear the cost of a Fund offered for sale by (i) printing and distributing the Distributor shall be offered for sale Prospectus and Statement of Additional Information (including any supplement thereto) to persons who are not either shareholders of, or counsel, independent accountants or other persons providing similar services to, the public at a price per Share Fund, and (the “offering price”ii) equal preparing, printing and distributing any literature, advertisement or material which is primarily intended to their net asset value (determined result in the manner set forth in such Fund’s then-current Prospectus)sale of the Shares; provided, plus any applicable sales charge as set forth in such Fund’s then-current Prospectus.however, that