Common use of Services as Distributor Clause in Contracts

Services as Distributor. 1.1 You will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the "1933 Act") and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act. 1.2 You agree to use your best efforts to solicit orders for the sale of Shares in Creation Units on a continuous basis. It is contemplated that you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal. 1.3 You shall act as distributor of Shares in Creation Units in compliance with all applicable laws, rules and regulations, including, without limitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act). 1.4 Whenever the parties hereto, in their collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fund, the parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties deem it advisable to accept such orders and to make such sales. 1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Fund or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request. 1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 You will act The Distributor shall use reasonable efforts to promote the Company and to solicit orders for the purchase of Shares and shall undertake such advertising and promotion as agent it believes reasonable in connection with such solicitation. Distributor shall be the exclusive distributor of the Fund Shares. The Distributor shall sell the Shares only at the offering price at the time of such sale (computed in the manner described in the Funds' then effective prospectus), and the Funds shall receive not less than the full net asset value per share for all the distribution Shares sold. No sales charge shall be imposed on sales of any Shares. The Company agrees, provided that the Shares may be legally issued, to fill all orders confirmed by the Distributor in accordance with the provisions of this Agreement. 1.2 The Distributor shall conduct the offering of Shares and other activities pursuant hereto in Creation Units (strict accordance with the Registration Statement and the applicable requirements of the Articles of Incorporation and the By-Laws of the Company, as defined herein) covered byeach may be from time to time amended, and in strict accordance withwith all applicable state and federal statutes, rules and regulations, including in particular, the registration statement and prospectus then in effect under the Securities Investment Company Act of 1933, 1940 as amended (the "1933 1940 Act") ), the Securities Act of 1933 as amended (the "Securities Act"), the Securities Exchange Act of 1934 as amended (the "Exchange Act"), the rules and will regulations of the Securities Exchange Commission promulgated under the 1940 Act, the Securities Act and the Exchange Act, the applicable rules and regulations of any securities association registered under the Exchange Act, and all applicable state Blue Sky laws, rules and regulations. 1.3 The Distributor shall transmit promptly any orders received by you it for purchase or redemption of Shares in Creation Units to the Transfer Company's transfer agent and Dividend Disbursing Agent for custodian, process inquiries from stockholders and communicate with the Fund Company and transfer agent on behalf of which the Fund has notified you in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act. 1.2 You agree to use your best efforts to solicit orders for the sale of Shares in Creation Units on a continuous basis. It is contemplated that you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal. 1.3 You shall act as distributor of Shares in Creation Units in compliance with all applicable laws, rules and regulations, including, without limitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act)stockholders. 1.4 Whenever the parties hereto, in their collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fund, the parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties deem it advisable to accept such orders and to make such sales. 1.5 The Fund agrees to pay Distributor shall bear all costs and its expenses in connection with the registration performance of Shares under this Agreement, including, but not limited to, the 1933 Act printing and all expenses distribution of prospectuses included in the Registration Statement as defined below to stockholders other than to existing stockholders and shall receive no reimbursement or compensation in connection with maintaining facilities for therewith from the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of SharesCompany therefor. 1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Fund or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request. 1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 You The Distributor will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and shares in accordance with, with the instructions of the Trust's Board of Trustees and registration statement and prospectus prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act") amended, and will transmit promptly any orders received by you the Distributor for the purchase or redemption of Shares in Creation Units either directly to the Transfer and Dividend Disbursing Agent Trust's transfer agent for the Fund of which the Fund has notified you in writing. You shall deliver involved or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a any qualified broker-/dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree for transmittal to comply with all of the applicable terms and provisions of the 1934 Actsaid agent. 1.2 You agree (a) In consideration of these rights granted to the Distributor, the Distributor agrees to use your its best efforts efforts, consistent with its other business, to solicit orders for the sale of Shares Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The Distributor, at its expense, shall finance appropriate activities which it deems reasonable which are primarily intended to result in Creation Units on a continuous basis. It is contemplated that you may enter into the sale of Shares, including but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current shareholders, and the printing and mailing of sales literature. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. (b) All 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 so doing you will act only the manner set forth in the Trust's Declaration of Trust and then current prospectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust's current Prospectuses and/or Statements of Additional Information. The Trust shall in all cases receive the net asset value per share on your own all shares. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the "1940 Act") to pay a portion of the sales charge to dealers who have sold shares of the Trust. If a fee in connection with shareholder redemptions is in effect, the Trust shall collect the fee on behalf as principalof the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such fees. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. (c) This Agreement shall apply to unissued shares of the Trust, shares of the Trust held in its treasury in the event that in the discretion of the Trust, treasury shares shall be sold, and shares of the Trust repurchased for resale. 1.3 You The Distributor shall act as distributor of Shares in Creation Units the shares in compliance with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities and Exchange Act of 1934, as amended (the "1934 Act)amended. THE DISTRIBUTOR SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS THE DISTRIBUTOR HAS BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, OR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 1.4 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Trust's officers may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units shares until such time as the parties they deem it advisable to accept such orders and to make such salessales and the Trust shall advise you promptly of such determination. 1.5 The Fund Except as otherwise provided for in the Administrative Agreement dated as of December 14, 1999, by and between the Trust and the Distributor (the "Administration Agreement"),the Trust agrees to pay all costs and expenses in connection with the registration of Shares shares under the 1933 Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units shares and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares shares for sale in Creation Units in such states as you the Distributor may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You the Distributor shall pay all expenses connected with your its own qualification as a dealer broker under state State or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you the Distributor in connection with the sale of Shares in Creation Units shares as contemplated in this agreement. 1.7 The Fund Trust shall furnish you the Distributor from time to time, for use in connection with the sale of Shares in Creation Unitsshares, such information with respect to the Fund or any relevant Index Series Trust and the Shares shares as you the Distributor may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Subject to the provisions of the Administration Agreement the Trust also shall furnish you the Distributor upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements semi-annual reports with respect to each of the Funds prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each monthTrust, and (ec) from time to time such additional information regarding the FundTrust's financial condition as you the Distributor may reasonably request. 1.8 The Fund Trust represents to you the Distributor that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the 1933 ActSecurities Act of 1933, and under the 1940 Actas amended, with respect to the Shares shares have been prepared in conformity with the requirements of said Acts Act and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including prospectus (together with the related statement of additional information incorporated by reference therein, information) filed with the Securities and Exchange Commission with respect to any of the shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you the Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, Trust may but shall not be obligated to, to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem as, in the light of future developments, may, in the opinion of the Trust's counsel, be necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you the Distributor to do so, you the Distributor may, at your its option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are madeagreement. The Fund will give you reasonable notice in advance of its filing of Trust shall not file any amendment to any registration statement or supplement to any prospectusprospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in into this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 You (a) Distributor will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, accordance with the instructions of Northern Funds' Board of Trustees and in accordance with, the registration statement and prospectus prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act") ), and will transmit promptly any orders received by you for the purchase or redemption of Shares in Creation Units either directly to the Transfer and Dividend Disbursing Agent transfer agent for the Fund of which the Fund has notified you in writing. You shall deliver Funds or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a any qualified broker-/dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree for transmittal to comply with all of the applicable terms and provisions of the 1934 Actsaid agent. 1.2 You agree to (b) Distributor shall use your best appropriate efforts to solicit orders for the sale of Shares Shares. Distributor, at its own expense, shall finance appropriate activities which it deems reasonable which are primarily intended to result in Creation Units on a continuous basisthe sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. It is contemplated that you In addition, Distributor will provide at least one person, during normal business hours, to respond to telephone questions with respect to the Funds. Distributor may enter into sales or servicing and/or selling agreements with securities dealers, financial institutions qualified broker/dealers and other industry professionals, such as investment advisers, accountants and estate planning firmspersons with respect to the offering of Shares to the public, and in if it so doing you chooses Distributor will act only on your its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. 1.3 You (c) All Shares of the Funds offered for sale by Distributor shall be offered for sale to the public at a price per unit (the "offering price") equal to their net asset value (determined in the manner set forth in Northern Funds' then current prospectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 2.2 Distributor shall act as distributor of the Shares in Creation Units in compliance with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") , by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act). Northern Funds represents that it is registered as an open-end management investment company under the 1940 Act and that it shall comply with all applicable laws, rules and regulations including the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. 1.4 2.3 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Northern Funds' officers may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties they deem it advisable to accept such orders and to make such sales.make 1.5 The Fund agrees 2.4 Northern Funds shall take all necessary action to register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of Shares under the 1933 Act Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Northern Funds hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund agrees to 2.5 Northern Funds shall execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's Northern Funds' officers in connection with the qualification of the Shares for sale in Creation Units in such states as you may designate to the Fund Distributor and the Fund Northern Funds may approve, and the Fund agrees to Northern Funds shall pay all expenses which may be incurred in connection with such qualification. You Distributor shall pay all expenses connected with your its own qualification as a dealer broker under state State or Federal laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you Distributor in connection with the sale by Distributor of Shares in Creation Units as contemplated in this agreementAgreement. 1.7 The Fund 2.6 Northern Funds shall furnish you Distributor from time to time, for use in connection with the sale of Shares in Creation UnitsShares, such information with respect to the Fund or any relevant Index Series Northern Funds and the Shares as you Distributor may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Northern Funds warrants that the statements contained in any such information, when so signed by the Fund's officers, information shall be true and correct. The Fund Northern Funds also shall furnish you Distributor upon request with: : (a) semi-annual reports and annual audited reports of the Fund's Northern Funds' books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by the FundNorthern Funds, (b) quarterly earnings statements semi-annual reports with respect to each of the Funds prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each monthNorthern Funds, and (ec) from time to time such additional information regarding the Fund's Northern Funds' financial condition as you Distributor may reasonably request. 1.8 The Fund 2.7 Northern Funds represents to you Distributor that all registration statements and prospectuses filed by the Fund Northern Funds with the Securities and Exchange Commission under the 1933 Act, and under the 1940 Act, Act with respect to the Shares have been prepared in conformity with the requirements of said Acts the 1933 Act, the 1940 Act, and the rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including prospectus (together with the related statement of additional information incorporated by reference therein, information) at any time filed with the Securities and Exchange Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Northern Funds represents and warrants to you Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.when

Services as Distributor. 1.1 You will act The Distributor, as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered byTrust, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the "1933 Act") and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act. 1.2 You agree agrees to use your best appropriate efforts to promote each Fund and to solicit orders for the sale purchase of Shares and will undertake such advertising and promotion as it believes reasonable in Creation Units on a continuous basisconnection with such solicitation. It is contemplated that you The services to be performed hereunder by the Distributor are described in more detail in Section 7 hereof. The Distributor may enter into sales or servicing agreements with securities obtain marketing support, including financing for commissions advanced to dealers, financial institutions brokers or other persons responsible for orders for the Shares, pursuant to the terms of that certain Marketing Services Agreement dated as of January 1, 1998 among the Trust, the Distributor and other industry professionalsEvergreen Investment Services, such Inc. ("EIS") (which was formerly known as investment advisersEvergreen Keystone Investment Services Company and prior to that was known as Keystone Investment Distributors Company), accountants as marketing services agent (as amended and estate planning firmssupplemented from time to time, the "Marketing Services Agreement"), and pursuant thereto may pay or cause to be paid to EIS all or any portion of the Distribution Fee (as defined below) and CDSCs (as defined below) to which the Distributor might otherwise be entitled. 1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to act as distributor for Class B shares hereunder, it shall promptly notify the Distributor in so doing you will act only writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on your own behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as principalto such Fund or Funds. 1.3 You shall act All activities by the Distributor and its agents and employees as the distributor of Shares in Creation Units in compliance shall comply with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company 1940 Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"). 1.4 In selling the Shares, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all Federal and state laws relating to the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the Trust. 1.5 The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of Shares to the transfer agent and custodian for the applicable Fund. 1.7 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Trust's officers may agree to decline to accept any orders for, for or make any sales of, any of Shares in Creation Units until such time as the parties those officers deem it advisable to accept such orders and to make such sales. 1.5 1.8 The Fund Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements with selected dealers or others. The Distributor shall offer and sell Shares only to such selected dealers as are members, in good standing, of the NASD or are exempt from registration as a broker-dealer under the 1934 Act. 1.9 The Disxxxxxxxx agrees to pay all costs and expenses adopt compliance standards, in connection with a form satisfactory to the registration of Shares under Trust, governing the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing operation of the Fund's prospectuses and statements of additional information for regulatory purposes and for multiple class distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Sharessystem under which Shares are offered. 1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Fund or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request. 1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 You 1.1. Distributor (i) will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) the Fund’s Shares, which are covered by, and in accordance with, by the registration statement and prospectus of the Trust then in effect under the Securities Act of 1933, as amended (the "1933 “Securities Act"”) and (ii) will transmit promptly any orders received by you for purchase or redemption of Shares perform such additional services as are provided in Creation Units to this Section 1 (collectively, the Transfer and Dividend Disbursing Agent for “Services”). As used in this Agreement, the Fund of which the Fund has notified you in writing. You term “registration statement” shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 mean Parts A (the "1934 Act"prospectus), B (the Statement of Additional Information) and a member C of each registration statement that is filed on Form N-1A, or any successor thereto, with the Commission, together with any amendments thereto. The term “prospectus” shall mean each form of prospectus and Statement of Additional Information used by the Funds for delivery to shareholders and prospective shareholders after the effective dates of the National Association of Securities Dealersabove-referenced registration statements, Inc. You agree to comply together with all of the applicable terms any amendments and provisions of the 1934 Actsupplements thereto. 1.2 You agree 1.2. Distributor agrees to use your best appropriate efforts to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in Creation Units on a continuous basisconnection with such solicitation. It The Trust understands that Distributor is contemplated now and may in the future be the distributor of the shares of other investment companies or series (together, “Investment Companies”) including Investment Companies having investment objectives similar to those of the Trust. The Trust further understands that you investors and potential investors in the Trust may enter into invest in shares of such other Investment Companies. The Trust agrees that Distributor’s duties to such Investment Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. Distributor shall, at its own expense, finance appropriate activities which it deems reasonable, which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current Shareholders, and in so doing you will act only on your own behalf as principalthe printing and mailing of sales literature. 1.3 You shall act 1.3. In its capacity as distributor of Shares in Creation Units in compliance the Shares, all activities of Distributor and its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitationslimitation, the 1940 Act, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") promulgated by the Securities Commission thereunder and Exchange Commission or all rules and regulations adopted by any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act). 1.4 1.4. Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Funds. 1.5. Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Trust’s officers may agree to decline to accept any orders for, or make any sales of, any the Shares in Creation Units until such time as the parties those officers deem it advisable to accept such orders and to make such sales. 1.5 The Fund agrees 1.6. Distributor will act only on its own behalf as principal if it chooses to pay all costs and expenses in connection enter into selling agreements with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising selected dealers or promotion for the sale of Sharesothers. 1.6 1.7. The Fund Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions which that may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of the Shares for sale in Creation Units in such states as you Distributor may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreementdesignate. 1.7 1.8. The Fund Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation Unitsthe Shares, such information with respect to the Fund or any relevant Index Series Funds and the Shares as you Distributor may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund Trust shall also shall furnish you Distributor upon request with: (a) unaudited semi-annual reports and annual audited reports statements of the Fund's Funds’ books and accounts made by independent public accountants regularly retained prepared by the FundTrust, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolioFunds, (dc) monthly balance sheets as soon as practicable after the end of each month, and (ed) from time to time such additional information regarding the Fund's financial condition of the Funds as you Distributor may reasonably request. 1.8 1.9. The Fund represents Trust shall take, from time to you that time, all registration statements and prospectuses filed by such steps, including payment of the Fund with related filing fee, as may be necessary to register the Shares under the Securities Act and Exchange Commission under to make available for sale such number of Shares as the 1933 Act, and under the 1940 Act, with respect Distributor may be expected to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commissionsell. The Fund represents Trust agrees to file from time to time such amendments, reports and warrants to you other documents as may be necessary in order that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to there may be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an no untrue statement of a material fact in a Registration Statement or omit Prospectus, or necessary in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. 1.10. The Trust authorizes Distributor and dealers to use any prospectus in the form furnished from time to time in connection with the sale of the Shares. The Trust agrees to indemnify, defend and hold Distributor, its several partners and employees, and any person who controls Distributor within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Distributor, its partners and employees, or any such controlling person, may incur under the Securities Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated therein in either any registration statement or any prospectus or necessary to make the statements therein in either thereof not misleading; provided, however, that the Trust’s agreement to indemnify Distributor, its partners or employees, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any statements or representations as are contained in any prospectus and in such financial and other statements as are furnished in writing to the Trust by Distributor or its affiliates and used in the answers to the registration statement or in the corresponding statements made in the prospectus, or arising out of or based upon any omission or alleged omission to state a material fact in connection with the giving of such information required to be stated in such answers or necessary to make the answers not misleading; and further provided that the Trust’s agreement to indemnify Distributor and the Trust’s representations and warranties hereinbefore set forth in paragraph 1.9 shall not be deemed to cover any liability to the Trust or its Shareholders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of Distributor’s reckless disregard of its obligations and duties under this Agreement; and further provided that this indemnity agreement, to the extent that it might require indemnity of any person who is also an officer or Trustee of the Trust or who controls the Trust within the meaning of Section 15 of the Securities Act, shall not inure to the benefit of such officer, Trustee or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the Securities Act. The Trust’s agreement to indemnify Distributor, its partners and employees and any such controlling person, as aforesaid, is expressly conditioned upon the Trust being notified of any action brought against Distributor, its partners or employees, or any such controlling person, such notification to be given by letter or by telegram addressed to the Trust at its principal office and sent to the Trust by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. The failure to so notify the Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or allegedly untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s indemnity agreement contained in this paragraph 1.10. The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by Distributor, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, or in case Distributor reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse Distributor, its partners and employees, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by Distributor or them. The Trust’s indemnification agreement contained in this paragraph 1.10 and the Trust’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Distributor, its partners and employees, or any controlling person, and shall survive the delivery of any Shares. 1.11. Distributor agrees to indemnify, defend and hold the Trust, its several officers and Trustees and any person who controls the Trust within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands, or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may incur under the Securities Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by Distributor to the Trust and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by Distributor or its affiliates to the Trust required to be stated in such answers or necessary to make such information not misleading. Distributor’s agreement to indemnify the Trust, its officers and Trustees, and any such controlling person, as aforesaid, is expressly conditioned upon Distributor being notified of any action brought against the Trust, its officers or Trustees, or any such controlling person, such notification to be given by letter or telegram addressed to Distributor at its principal office and sent to Distributor by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. Distributor shall have the right of first control of the defense of such action, with counsel of its own choosing, satisfactory to the Trust, if such action is based solely upon such alleged misstatement or omission on Distributor’s part, and in any other event the Trust, its officers or Trustees or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The Fund may, but failure to so notify Distributor of any such action shall not relieve Distributor from any liability which Distributor may have to the Trust, its officers or Trustees, or to such controlling person by reason of any such untrue or alleged untrue statement, or omission or alleged omission, otherwise than on account of Distributor’s indemnity agreement contained in this paragraph 1.11. 1.12. No Shares shall be obligated to, propose from time to time such amendment offered by either Distributor or amendments to the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act or if and such supplement or supplements to any so long as a current prospectus as it may deem necessary or advisable. If required by Section 10(b)(2) of said Act is not on file with the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectusCommission; provided, however, that nothing contained in this agreement paragraph 1.12 shall in any way limit restrict or have an application to or bearing upon the Fund's right Trust’s obligation to file at repurchase Shares from any time Shareholder in accordance with the provisions of the Trust’s prospectus, Declaration of Trust, or Bylaws. 1.13. The Trust agrees to advise Distributor as soon as reasonably practical by a notice in writing delivered to Distributor or its counsel: (a) of any request by the Commission for amendments to the registration statement or prospectus then in effect or for additional information; (b) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (c) of the happening of any event that makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such amendments registration statement or prospectus in order to make the statements therein not misleading; and (d) of all action of the Commission with respect to any amendment to any registration statement and/or supplements or prospectus which may from time to time be filed with the Commission. For purposes of this section, informal requests by or acts of the Staff of the Commission shall not be deemed actions of or requests by the Commission. 1.14. Distributor agrees on behalf of itself and its partners and employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and its prior, present or potential Shareholders, and not to use such records and information for any prospectuspurpose other than performance of its responsibilities and duties hereunder, except, after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust. 1.15. This Agreement shall be governed by the laws of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionalState of Minnesota.

Services as Distributor. 1.1 You will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and shares in accordance with, with the instructions of the Trust's Board of Trustees and registration statement and prospectus prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act") amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares in Creation Units either directly to the Transfer and Dividend Disbursing Agent Trust's transfer agent for the Fund of which the Fund has notified you in writing. You shall deliver involved or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a any qualified broker-/dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree for transmittal to comply with all of the applicable terms and provisions of the 1934 Actsaid agent. 1.2 (a) You agree to use your best efforts to solicit orders for the sale of Shares Shares. You, at your expense, shall finance appropriate activities which you deem reasonable which are primarily intended to result in Creation Units on a continuous basis. It is contemplated that you may enter into the sale of Shares, including but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current shareholders, and in so doing the printing and mailing of sales literature. In addition, you will act only on your own behalf as principalprovide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. (b) All shares of the Funds offered for sale by you 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 Declaration of Trust and then current prospectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 1.3 You shall act as distributor of the Shares in Creation Units in compliance with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities and Exchange Act of 1934, as amended (the "1934 Act)amended. YOU SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS YOU HAVE BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, OR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 1.4 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Trust's officers may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties they deem it advisable to accept such orders and to make such salessales and the Trust shall advise you promptly of such determination. 1.5 The Fund Except as otherwise provided for in the Administrative Agreement dated as of January 20, 1998, by and between the Trust and you (the "Administration Agreement"),the Trust agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer broker under state State or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Fund Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation UnitsShares, such information with respect to the Fund or any relevant Index Series Trust and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Subject to the provisions of the Administration Agreement the Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements semi-annual reports with respect to each of the Funds prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each monthTrust, and (ec) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request. 1.8 The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the 1933 ActSecurities Act of 1933, and under the 1940 Actas amended, with respect to the Shares have been prepared in conformity with the requirements of said Acts Act and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including prospectus (together with the related statement of additional information incorporated by reference therein, information) filed with the Securities and Exchange Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, Trust may but shall not be obligated to, to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem as, in the light of future developments, may, in the opinion of the Trust's counsel, be necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are madeagreement. The Fund will give you reasonable notice in advance of its filing of Trust shall not file any amendment to any registration statement or supplement to any prospectusprospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in into this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 You The Distributor will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and shares in accordance with, with the instructions of the Trust's Board of Trustees and registration statement and prospectus prospectuses then in effect with respect to the Portfolios under the Securities Act of 1933, as amended (the "1933 Act") amended, and will transmit promptly any orders received by you the Distributor for the purchase or redemption of Shares in Creation Units either directly to the Transfer and Dividend Disbursing Agent Trust's transfer agent for the Fund of which the Fund has notified you in writing. You shall deliver Portfolio involved or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a any qualified broker-/dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree for transmittal to comply with all of the applicable terms and provisions of the 1934 Actsaid agent. 1.2 You agree (a) In consideration of these rights granted to the Distributor, the Distributor agrees to use your its best efforts efforts, consistent with its other business, to solicit orders for the sale of Shares Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The Distributor, at its expense, shall finance appropriate activities which it deems reasonable which are primarily intended to result in Creation Units on a continuous basis. It is contemplated that you may enter into the sale of Shares, including but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current shareholders, and the printing and mailing of sales literature. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Portfolios. (b) All shares of the Portfolios 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 so doing you will act only the manner set forth in the Trust's Declaration of Trust and then current Prospectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust's current Prospectuses and/or Statements of Additional Information. The Trust shall in all cases receive the net asset value per share on your own all shares. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the "1940 Act") to pay a portion of the sales charge to dealers who have sold shares of the Trust. If a fee in connection with shareholder redemptions is in effect, the Trust shall collect the fee on behalf as principalof the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such fees. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. (c) This Agreement shall apply to unissued shares of the Trust, shares of the Trust held in its treasury in the event that in the discretion of the Trust, treasury shares shall be sold, and shares of the Trust repurchased for resale. 1.3 You The Distributor shall act as distributor of Shares in Creation Units the shares in compliance with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities and Exchange Act of 1934, as amended (the "1934 Act)amended. THE DISTRIBUTOR SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS THE DISTRIBUTOR HAS BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, OR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 1.4 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Trust's officers may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units shares until such time as the parties they deem it advisable to accept such orders and to make such salessales and the Trust shall advise you promptly of such determination. 1.5 The Fund Except as otherwise provided for in the Administrative Agreement dated as of ______________, 2000, by and between the Trust and the Distributor (the "Administration Agreement"), the Trust agrees to pay all costs and expenses in connection with the registration of Shares shares under the 1933 Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units shares and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares shares for sale in Creation Units in such states as you the Distributor may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You The Distributor shall pay all expenses connected with your its own qualification as a dealer broker under state State or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you the Distributor in connection with the sale of Shares in Creation Units shares as contemplated in this agreement. 1.7 The Fund Trust shall furnish you the Distributor from time to time, for use in connection with the sale of Shares in Creation Unitsshares, such information with respect to the Fund or any relevant Index Series Trust and the Shares shares as you the Distributor may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Subject to the provisions of the Administration Agreement the Trust also shall furnish you the Distributor upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts with respect to each of the Portfolios, made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements semi -annual reports with respect to each of the Portfolios prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each monthTrust, and (ec) from time to time such additional information regarding the FundTrust's financial condition as you the Distributor may reasonably request. 1.8 The Fund Trust represents to you the Distributor that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the 1933 ActSecurities Act of 1933, and under the 1940 Actas amended, with respect to the Shares shares have been prepared in conformity with the requirements of said Acts Act and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including prospectus (together with the related statement of additional information incorporated by reference therein, information) filed with the Securities and Exchange Commission with respect to any of the shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you the Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, Trust may but shall not be obligated to, to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem as, in the light of future developments, may, in the opinion of the Trust's counsel, be necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you the Distributor to do so, you the Distributor may, at your its option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are madeagreement. The Fund will give you reasonable notice in advance of its filing of Trust shall not file any amendment to any registration statement or supplement to any prospectusprospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in into this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 You The Distributor will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and shares in accordance with, with the instructions of the Trust's Board of Trustees and registration statement and prospectus prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act") amended, and will transmit promptly any orders received by you the Distributor for the purchase or redemption of Shares in Creation Units either directly to the Transfer and Dividend Disbursing Agent Trust's transfer agent for the Fund of which the Fund has notified you in writing. You shall deliver involved or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a any qualified broker-/dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree for transmittal to comply with all of the applicable terms and provisions of the 1934 Actsaid agent. 1.2 You agree (a) In consideration of these rights granted to the Distributor, the Distributor agrees to use your its best efforts efforts, consistent with its other business, to solicit orders for the sale of Shares Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The Distributor, at its expense, shall finance appropriate activities which it deems reasonable which are primarily intended to result in Creation Units on a continuous basis. It is contemplated that you may enter into the sale of Shares, including but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current shareholders, and the printing and mailing of sales literature. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. (b) All 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 so doing you will act only the manner set forth in the Trust's Declaration of Trust and then current prospectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust's current Prospectuses and/or Statements of Additional Information. The Trust shall in all cases receive the net asset value per share on your own all shares. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the "1940 Act") to pay a portion of the sales charge to dealers who have sold shares of the Trust. If a fee in connection with shareholder redemptions is in effect, the Trust shall collect the fee on behalf as principalof the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such fees. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. (c) This Agreement shall apply to unissued shares of the Trust, shares of the Trust held in its treasury in the event that in the discretion of the Trust, treasury shares shall be sold, and shares of the Trust repurchased for resale. 1.3 You The Distributor shall act as distributor of Shares in Creation Units the shares in compliance with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities and Exchange Act of 1934, as amended (the "1934 Act)amended. THE DISTRIBUTOR SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS THE DISTRIBUTOR HAS BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, OR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 1.4 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Trust's officers may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units shares until such time as the parties they deem it advisable to accept such orders and to make such salessales and the Trust shall advise you promptly of such determination. 1.5 The Fund Except as otherwise provided for in the Administrative Agreement dated as of December 14, 1999, by and between the Trust and the Distributor (the "Administration Agreement"),the Trust agrees to pay all costs and expenses in connection with the registration of Shares shares under the 1933 Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units shares and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares shares for sale in Creation Units in such states as you the Distributor may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You the Distributor shall pay all expenses connected with your its own qualification as a dealer broker under state State or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you the Distributor in connection with the sale of Shares in Creation Units shares as contemplated in this agreement. 1.7 The Fund Trust shall furnish you the Distributor from time to time, for use in connection with the sale of Shares in Creation Unitsshares, such information with respect to the Fund or any relevant Index Series Trust and the Shares shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request. 1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.the

Services as Distributor. 1.1 You (a) Distributor will act as agent principal underwriter of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, by the registration statement and prospectus of the Trust then in effect under the Securities Act of 1933, as amended (the "1933 “Securities Act"”), and in such capacity will perform the following services: (i) obtain and will transmit promptly maintain membership with the NSCC and any orders received by you for purchase or redemption of Shares in Creation Units other similar successor organization to the Transfer and Dividend Disbursing Agent sponsor a participant number for the Fund of which Funds so as to enable the Fund has notified you in writing. You shall deliver or cause the delivery of a prospectus Shares to persons purchasing Shares in Creation Units be traded through FundSERV; and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act"ii) and a member enable expedited registration of the National Association Funds with state securities commissions as performed by the Trust’s administrator. Distributor will be responsible for maintaining appropriate personnel and infrastructure to perform the services set forth in this Section 1.1(a). However, Distributor (i) is not responsible for any operational matters associated with FundSERV or Networking transactions and (ii) is not responsible for the filing of Securities Dealers, Inc. You agree to comply with all blue sky registration or qualification in the various states or jurisdictions in which Shares of the applicable terms and provisions Trust may be sold. (b) It is agreed by the parties that the Distributor’s services under this Agreement are administrative in nature, none of the 1934 Act. 1.2 You agree Distributor’s activities under this Agreement are primarily intended to use your best efforts to solicit orders for result in the sale of Shares in Creation Units on a continuous basis. It is contemplated that you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firmsthe Shares, and the Distributor will not engage in so doing you will act only on your own behalf as principal. 1.3 You shall act as distributor of Shares any activities primarily intended to result in Creation Units in compliance with all applicable laws, rules and regulations, including, without limitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act). 1.4 Whenever the parties hereto, in their collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fund, the parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties deem it advisable to accept such orders and to make such sales. 1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of the Shares. 1.6 The Fund agrees , including without limitation: advertising, compensation of underwriters, dealers and sales personnel, printing and mailing of prospectuses to execute any other than current Shareholders, and all documents printing and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in mailing of sales literature. Distributor is, however, authorized, at the discretion direction of the Fund's officers in connection with Trust, to offer and redeem shares on behalf of the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund and the Fund may approveTrust, and the Fund agrees to pay all expenses which may be incurred in connection with such qualificationTrust acknowledges that it will honor any instruction that Distributor enters into Fund/SERV on its behalf. You shall pay all expenses connected with your own qualification The Trust represents and warrants as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Fund or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; date of this Agreement and as of the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request withdate of each renewal of this Agreement that: (a) semithe Trust has adopted a plan of distribution under Rule 12b-annual reports and annual audited reports of l under the Fund's books and accounts made by independent public accountants regularly retained by 1940 Act (a “Distribution Plan”), but the Fund, Distribution Plan is not operational; (b) quarterly earnings statements prepared by no Shares of any Fund are subject to a sales load or subject to the Fund, imposition of a distribution fee; and (c) a monthly itemized list the Trust will not enter into or renew this Agreement unless the Board of Trustees of the securities in Trust has determined that none of the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after services the end of each month, and (e) Distributor is expected to provide under this Agreement are services that the Trust is prohibited from time financing other than pursuant to time such additional information regarding the Fund's financial condition as you may reasonably requesta Distribution Plan. 1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. (c) As used in this agreement Agreement, the terms "term “registration statement" and "prospectus" ” shall mean any Parts A (the prospectus), B (the Statement of Additional Information) and C of each registration statement and prospectusthat is filed on Form N-1A, including the statement of additional information incorporated by reference thereinor any successor thereto, filed with the Securities Commission, together with any amendments thereto. The term “prospectus” shall mean each form of prospectus and Exchange Commission Statement of Additional Information used by the Funds for delivery to shareholders and prospective shareholders after the effective dates of the above-referenced registration statements, together with any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionalthereto.

Services as Distributor. 1.1 You will act as a nonexclusive agent of the Fund for the distribution of Shares in Creation Units (as defined herein) shares of each Fund covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the "“1933 Act") ”), and the Investment Company Act of 1940, as amended (the “1940 Act”), and will transmit promptly any orders received and accepted by you for purchase or redemption of Shares in Creation Units shares of the Fund to the PFPC Inc. or any successor as Transfer and Dividend Disbursing Agent for the Fund Trust of which the Fund Trust has notified you in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act. 1.2 You agree to use your best efforts process orders for the sale of shares of each Fund, but you shall have no obligation to solicit orders for the sale of Shares in Creation Units on a continuous basis. It is contemplated that you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalshares of each Fund. 1.3 You shall act as a nonexclusive distributor of Shares in Creation Units the shares of each Fund in compliance with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company 1940 Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission (the “Commission”) or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act)amended. 1.4 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or of political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Trust’s officers may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units shares of any Fund until such time as the parties they deem it advisable to accept such orders and to make such salessales and the Trust shall promptly advise you of such determination. 1.5 The Fund agrees to pay all costs You shall prepare and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished deliver such quarterly reports as requested by the Fund hereunder, and all expenses in connection with the preparation and printing Trust’s Board of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund agrees to execute any and all documents and to furnish any and all information Trustees and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Fund or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request. 1.8 The Fund represents to you that all registration statements and prospectuses filed requested by the Fund with Trust. Such reports shall be substantially in the Securities and Exchange Commission under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt form requested by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionalTrust.

Services as Distributor. 1.1 You (a) Distributor will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, accordance with the instructions of Northern Funds' Board of Trustees and in accordance with, the registration statement and prospectus prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act") ), and will transmit promptly any orders received by you for the purchase or redemption of Shares in Creation Units either directly to the Transfer and Dividend Disbursing Agent transfer agent for the Fund of which the Fund has notified you in writing. You shall deliver Funds or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a any qualified broker-/dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree for transmittal to comply with all of the applicable terms and provisions of the 1934 Actsaid agent. 1.2 You agree to (b) Distributor shall use your best appropriate efforts to solicit orders for the sale of Shares Shares. Distributor, at its own expense, shall finance appropriate activities which it deems reasonable which are primarily intended to result in Creation Units on a continuous basisthe sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. It is contemplated that you In addition, Distributor will provide at least one person, during normal business hours, to respond to telephone questions with respect to the Funds. Distributor may enter into sales or servicing and/or selling agreements with securities dealers, financial institutions qualified broker/dealers and other industry professionals, such as investment advisers, accountants and estate planning firmspersons with respect to the offering of Shares to the public, and in if it so doing you chooses Distributor will act only on your its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. 1.3 You (c) All Shares of the Funds offered for sale by Distributor shall be offered for sale to the public at a price per unit (the "offering price") equal to their net asset value (determined in the manner set forth in Northern Funds' then current prospectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 2.2 Distributor shall act as distributor of the Shares in Creation Units in compliance with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") , by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act). Northern Funds represents that it is registered as an open-end management investment company under the 1940 Act and that it shall comply with all applicable laws, rules and regulations including the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. 1.4 2.3 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Northern Funds' officers may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties they deem it advisable to accept such orders and to make such salessales and Northern Funds shall advise Distributor promptly of such determination. 1.5 The Fund agrees 2.4 Northern Funds shall take all necessary action to register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of Shares under the 1933 Act Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Northern Funds hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund agrees to 2.5 Northern Funds shall execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's Northern Funds' officers in connection with the qualification of the Shares for sale in Creation Units in such states as you may designate to the Fund Distributor and the Fund Northern Funds may approve, and the Fund agrees to Northern Funds shall pay all expenses which may be incurred in connection with such qualification. You Distributor shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.all 1.7 The Fund 2.6 Northern Funds shall furnish you Distributor from time to time, for use in connection with the sale of Shares in Creation UnitsShares, such information with respect to the Fund or any relevant Index Series Northern Funds and the Shares as you Distributor may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Northern Funds warrants that the statements contained in any such information, when so signed by the Fund's officers, information shall be true and correct. The Fund Northern Funds also shall furnish you Distributor upon request with: : (a) semi-annual reports and annual audited reports of the Fund's Northern Funds' books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by the FundNorthern Funds, (b) quarterly earnings statements semi-annual reports with respect to each of the Funds prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each monthNorthern Funds, and (ec) from time to time such additional information regarding the Fund's Northern Funds' financial condition as you Distributor may reasonably request. 1.8 The Fund 2.7 Northern Funds represents to you Distributor that all registration statements and prospectuses filed by the Fund Northern Funds with the Securities and Exchange Commission under the 1933 Act, and under the 1940 Act, Act with respect to the Shares have been prepared in conformity with the requirements of said Acts the 1933 Act, the 1940 Act, and the rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including prospectus (together with the related statement of additional information incorporated by reference therein, information) at any time filed with the Securities and Exchange Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Northern Funds represents and warrants to you Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts the 1933 Act, the 1940 Act and the rules and regulations of said the Commission; that all statements of fact contained in any such the registration statement and prospectus will be true and correct in all material respects when such registration statement becomes effective; and that neither any the registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to a purchaser of Shares. The Fund may, but shall not be obligated to, propose Northern Funds agrees to file from time to time such amendment or amendments amendments, supplements, reports and other documents as may be necessary in order to any comply with the 1933 Act and the 1940 Act and in order that there may be no untrue statement of a material fact in a registration statement and such supplement or supplements prospectus, or necessary in order that there may be no omission to any state a material fact in the registration statement or prospectus as it may deem necessary or advisablewhich omission would make the statements therein misleading. If the Fund Northern Funds shall not propose such an amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Northern Funds of a written request from you Distributor to do so, you Distributor may, at your its option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are madeAgreement. The Fund will give you reasonable notice in advance of its filing of Northern Funds shall not file any amendment to any the registration statement or supplement to any prospectusprospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this agreement Agreement shall in any way limit the Fund's Northern Funds' right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Northern Funds may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 You The Distributor will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, accordance with the instructions of Capitol Funds' Board of Trustees and in accordance with, the Capitol Funds' registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the "1933 Act") amended, and will transmit promptly any orders received by you it for the purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. You shall deliver Capitol Funds or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Actits transfer agent. 1.2 You agree The Distributor agrees to use your best appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in Creation Units on a continuous basisconnection with such solicitation. It Capitol Funds understands that the Distributor is contemplated and may in the future be the distributor of shares of other investment company portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. Capitol Funds further understands that you existing and future investors in the Funds may enter into sales or servicing agreements invest in shares of such other Portfolios. Capitol Funds agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalits duties to Capitol Funds under this paragraph 1.2. 1.3 You The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall act be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4 All activities by the Distributor and its agents and employees as distributor of Shares in Creation Units in compliance shall comply with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, 1940 (the "1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act). 1.4 1.5 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal other circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Capitol Funds' officers may agree to decline to accept any orders for, or make any sales of, any of Shares in Creation Units until such time as the parties those officers deem it advisable to accept such orders and to make such sales. 1.5 The Fund 1.6 Capitol Funds agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions which that may be reasonably necessary in the discretion of the Fund's officers in connection with the registration or qualification of Shares for sale in Creation Units in such states as you the Distributor may designate to the Fund Capitol Funds and the Fund Capitol Funds may approve, and the Fund agrees to Capitol Funds shall pay all fees and other expenses which may be incurred in connection with such registration or qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Fund Capitol Funds shall furnish you from time to time, for use in connection with the sale of Shares in Creation UnitsShares, such information with respect to the Fund or any relevant Index Series Funds and the Shares as you the Distributor may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Capitol Funds warrants that the statements contained in any such information, when so signed by information shall fairly show or represent what they purport to show or represent. Capitol Funds shall also furnish the Fund's officers, shall be true and correct. The Fund also shall furnish you Distributor upon request with: : (a) audited annual and unaudited semi-annual reports and annual audited reports statements of the Fund's Capitol Funds' books and accounts made by independent public accountants regularly retained by the with respect to each Fund, and, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's Funds' financial condition as you the Distributor may reasonably request. 1.8 The Distributor may be compensated or reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by Capitol Funds on behalf of a Fund represents pursuant to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the 1933 Act, and Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the 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 Capitol Funds on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, Capitol Funds shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the Fund's Registration Statement. 1.9 The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by Capitol Funds' Board of Trustees with respect to the Shares have been prepared in conformity with the requirements various classes of said Acts and rules and regulations shares of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectusFunds, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission1940 Act. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.2

Services as Distributor. 1.1 You Distributor will act as agent of the Fund for the distribution of the Shares in Creation Units (as defined herein) covered by, and in accordance with, by the registration statement and each prospectus of the Company then in effect under the Securities Act of 1933, as amended (the "1933 Act") and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act. 1.2 You agree Distributor agrees to use your best appropriate efforts to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes appropriate in Creation Units on a continuous basisconnection with such solicitation. It is contemplated The Company understands that you Distributor may, in the future, be the distributor of the shares of several investment companies or series (together, "Competitors") including Competitors having investment objectives similar to those of the Company. The Company further understands that investors and potential investors in the Company may enter into invest in shares of such Competitors. The Company agrees that Distributor's duties to such Competitors shall not be deemed in conflict with its duties to the Company under this paragraph 1.2. Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current Shareholders, and in so doing you will act only on your own behalf as principalthe printing and mailing of sales literature. 1.3 You shall act as As distributor of the Shares in Creation Units in compliance all activities by Distributor and its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Securities Act of 1933 and the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act). 1.4 Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Company. 1.5 Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Funds. 1.6 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Company's officers may agree to decline to accept any orders for, for or make any sales of, any of the Shares in Creation Units until such time as the parties those officers deem it advisable to accept such orders and to make such sales. 1.5 The Fund agrees 1.7 Distributor will act only on its own behalf as principal if it chooses to pay all costs and expenses in connection enter into selling agreements with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising selected dealers or promotion for the sale of Sharesothers. 1.6 1.8 The Fund Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions which that may be reasonably necessary in the discretion of the Fund's officers in connection with the registration or qualification of the Company or its Shares for sale in Creation Units in such states as you Distributor may designate to designate. 1.9 Each of the Fund Company and the Fund may approveDistributor shall furnish from time to time, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares in Creation UnitsShares, such information with respect to the Fund or any relevant Index Series Funds and the Shares as you the other may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund each warrants that the statements contained in any such information, when so signed by the Fund's officers, information shall be true and correctfairly show or represent what they purport to show or represent. The Fund Company shall also shall furnish you Distributor upon request with: (a) unaudited semi-annual reports and annual audited reports statements of the Fund's Funds' books and accounts made by independent public accountants regularly retained by the Fundaccounts, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolioFunds, (dc) monthly balance sheets as soon as practicable after the end of each month, and (ed) from time to time such additional information regarding the Fund's financial condition of the Funds as you Distributor may reasonably request. 1.8 1.10 The Fund Company represents to you Distributor that all registration statements and prospectuses filed by the Fund Company with the Securities and Exchange Commission under the Securities Act of 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.respect

Services as Distributor. 1.1 You The Distributor will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and shares in accordance with, with the instructions of the Trust's Board of Trustees and registration statement and prospectus prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act") amended, and will transmit promptly any orders received by you the Distributor for the purchase or redemption of Shares in Creation Units either directly to the Transfer and Dividend Disbursing Agent Trust's transfer agent for the Fund of which the Fund has notified you in writing. You shall deliver involved or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a any qualified broker-/dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree for transmittal to comply with all of the applicable terms and provisions of the 1934 Actsaid agent. 1.2 You agree (a) In consideration of these rights granted to the Distributor, the Distributor agrees to use your its best efforts efforts, consistent with its other business, to solicit orders for the sale of Shares Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The Distributor, at its expense, shall finance appropriate activities which it deems reasonable which are primarily intended to result in Creation Units on a continuous basis. It is contemplated that you may enter into the sale of Shares, including but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current shareholders, and in so doing you the printing and mailing of sales literature. In addition, the Distributor will act only on your own behalf as principalprovide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.3 You (b) All shares of the Funds offered for sale by the Distributor shall act 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 Declaration of Trust and then current prospectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust's current Prospectuses and/or Statements of Additional Information. The Trust shall in all cases receive the net asset value per share on all shares. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as distributor of Shares may then be in Creation Units in compliance with all applicable laws, rules and regulations, including, without limitations, all rules and regulations made or adopted effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act). 1.4 Whenever the parties hereto, in their collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of pay a Fund's Shares in Creation Units not in the best interest portion of the Fund, the parties hereto may agree sales charge to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties deem it advisable to accept such orders and to make such sales. 1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Fund or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request. 1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the 1933 Act, and under the 1940 Act, with respect to the Shares dealers who have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.sold

Services as Distributor. 1.1 You FDI will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the "1933 Act") ), and will transmit promptly any orders received by you FDI for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the Fund Portfolio of which the Fund Portfolio has notified you FDI in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act. 1.2 You agree FDI agrees to use your its best efforts to solicit perform its duties hereunder in the solicitation of orders for the sale of Shares in Creation Units on a continuous basisShares. It is contemplated that you FDI may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, at the direction of the Trust or its representatives and in so doing you FDI will act only on your its own behalf as principal. 1.3 You FDI shall act as distributor of Shares in Creation Units in compliance with all applicable laws, rules and regulations, including, without limitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, amended (the "1940 Act") by ), the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 19341933 Act, as amended (the "1934 Act), the Rules of the NASD, the Trust's Agreement and Declaration of Trust and By-Laws. FDI represents and warrants that it is a broker-dealer registered with the SEC and that it is registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. FDI also represents and warrants that it is a member of the NASD. 1.4 FDI shall file Trust advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the SEC, the NASD and/or state securities administrators. 1.5 Whenever in the parties hereto, in their collective judgment, mutually agree that judgment of the Trust or Manager such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fundthe Trust's Shares in Creation Units not in the best interest of the FundTrust, the parties hereto Manager may agree instruct FDI to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties deem Manager deems it advisable to accept such orders and to make such sales, provided that such instruction is consistent with and does not violate any applicable law or regulation. Notwithstanding the foregoing, however, FDI, after notification to the Trust, shall have the right to reject orders for the purchase of the Trust's Shares that, in its discretion, would be detrimental to the Trust or would violate any applicable law or regulation. FDI agrees to notify the Trust in advance and seek the Trust's approval to reject such order which FDI deems to be detrimental to the Trust, such approval not to be unreasonably withheld or delayed, provided that such notice, approval process, activity or timing is consistent with and does not violate any applicable law or regulation. 1.5 1.6 The Fund Trust agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the 1940 Act. FDI shall also be entitled to compensation for FDI's services as provided in any Distribution Plan adopted as to any Portfolio and class of the Portfolio's Shares pursuant to Rule 12b-1. 1.6 1.7 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you FDI may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You FDI shall pay all expenses connected with your its own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you FDI in connection with the sale of Shares in Creation Units as contemplated in this agreementAgreement. 1.7 1.8 The Fund Trust shall furnish you FDI from time to time, for use in connection with the sale of Shares in Creation UnitsShares, such information with respect to the Fund Trust or any relevant Index Series Portfolio and the Shares as you FDI may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the material statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correctcorrect to the best of their knowledge. The Fund Trust also shall furnish you FDI upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Index Series' Portfolio's investment portfolio, (dc) monthly balance sheets as soon as practicable after the end of each month, and (ed) from time to time such additional information regarding the FundTrust's financial condition as you FDI may reasonably request. 1.8 1.9 The Fund Trust represents to you FDI that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission SEC under the 1933 Act, Act and under the 1940 Act, Act with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission SEC thereunder. As used in this agreement Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you FDI that any registration statement and prospectus, when such registration statement becomes effective, will contain all material statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that to the best of the Trust's knowledge all material statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem as, in the light of future developments, may, in the opinion of the Trust's counsel, be necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a reasonable written request from you FDI to do so, you FDI may, at your its option, terminate this agreement Agreement or decline to make offers of the FundTrust's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of Trust shall not file any amendment to any registration statement or supplement to any prospectusprospectus without giving FDI reasonable notice thereof in advance; provided, however, that nothing contained in this agreement Agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 You OFDI will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the "1933 Act") ), and will transmit promptly any orders received by you OFDI for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the Fund Portfolio of which the Fund Portfolio has notified you OFDI in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act. 1.2 You agree OFDI agrees to use your its best efforts to solicit perform its duties hereunder in the solicitation of orders for the sale of Shares in Creation Units on a continuous basisShares. It is contemplated that you OFDI may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, at the direction of the Trust or its representatives and in so doing you OFDI will act only on your its own behalf as principal. 1.3 You OFDI shall act as distributor of Shares in Creation Units in compliance with all applicable laws, rules and regulations, including, without limitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, amended (the "1940 Act") by ), the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 19341933 Act, as amended (the "1934 Act), the Rules of the NASD, the Trust's Agreement and Declaration of Trust and By-Laws. OFDI represents and warrants that it is a broker-dealer registered with the SEC and that it is registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. OFDI also represents and warrants that it is a member of the NASD. 1.4 OFDI shall file Trust advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the SEC, the NASD and/or state securities administrators. 1.5 Whenever in the parties hereto, in their collective judgment, mutually agree that judgment of the Trust or Manager such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fundthe Trust's Shares in Creation Units not in the best interest of the FundTrust, the parties hereto Manager may agree instruct OFDI to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties deem Manager deems it advisable to accept such orders and to make such sales, provided that such instruction is consistent with and does not violate any applicable law or regulation. Notwithstanding the foregoing, however, OFDI, after notification to the Trust, shall have the right to reject orders for the purchase of the Trust's Shares that, in its discretion, would be detrimental to the Trust or would violate any applicable law or regulation. OFDI agrees to notify the Trust in advance and seek the Trust's approval to reject such order which OFDI deems to be detrimental to the Trust, such approval not to be unreasonably withheld or delayed, provided that such notice, approval process, activity or timing is consistent with and does not violate any applicable law or regulation. 1.5 1.6 The Fund Trust agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the 1940 Act. OFDI shall also be entitled to compensation for OFDI's services as provided in any Distribution Plan adopted as to any Portfolio and class of the Portfolio's Shares pursuant to Rule 12b-1. 1.6 1.7 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you OFDI may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You OFDI shall pay all expenses connected with your its own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you OFDI in connection with the sale of Shares in Creation Units as contemplated in this agreementAgreement. 1.7 1.8 The Fund Trust shall furnish you OFDI from time to time, for use in connection with the sale of Shares in Creation UnitsShares, such information with respect to the Fund Trust or any relevant Index Series Portfolio and the Shares as you OFDI may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the material statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correctcorrect to the best of their knowledge. The Fund Trust also shall furnish you OFDI upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Index Series' Portfolio's investment portfolio, (dc) monthly balance sheets as soon as practicable after the end of each month, and (ed) from time to time such additional information regarding the FundTrust's financial condition as you OFDI may reasonably request. 1.8 1.9 The Fund Trust represents to you OFDI that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission SEC under the 1933 Act, Act and under the 1940 Act, Act with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission SEC thereunder. As used in this agreement Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you OFDI that any registration statement and prospectus, when such registration statement becomes effective, will contain all material statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that to the best of the Trust's knowledge all material statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem as, in the light of future developments, may, in the opinion of the Trust's counsel, be necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a reasonable written request from you OFDI to do so, you OFDI may, at your its option, terminate this agreement Agreement or decline to make offers of the FundTrust's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of Trust shall not file any amendment to any registration statement or supplement to any prospectusprospectus without giving OFDI reasonable notice thereof in advance; provided, however, that nothing contained in this agreement Agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 You will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and shares in accordance with, with the instructions of the Trust's Board of Trustees and registration statement and prospectus prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act") amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares in Creation Units either directly to the Transfer and Dividend Disbursing Agent Trust's transfer agent for the Fund of which the Fund has notified you in writing. You shall deliver involved or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a any qualified broker-/dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree for transmittal to comply with all of the applicable terms and provisions of the 1934 Actsaid agent. 1.2 (a) You agree to use your best efforts to solicit orders for the sale of Shares Shares. You, at your expense, shall finance appropriate activities which you deem reasonable which are primarily intended to result in Creation Units on a continuous basis. It is contemplated that you may enter into the sale of Shares, including but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current shareholders, and in so doing the printing and mailing of sales literature. In addition, you will act only on your own behalf as principalprovide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. (b) All shares of the Funds offered for sale by you 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 Declaration of Trust and then current prospectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 1.3 You shall act as distributor of the Shares in Creation Units in compliance with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities and Exchange Act of 1934, as amended (the "1934 Act)amended. YOU SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS YOU HAVE BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, OR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 1.4 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Trust's officers may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties they deem it advisable to accept such orders and to make such salessales and the Trust shall advise you promptly of such determination. 1.5 Except as otherwise provided for in the Administrative Agreement dated as of February 01, 1994, by and between the Trust and you (the "Administration Agreement"). The Fund Trust agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer broker under state State or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Fund Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation UnitsShares, such information with respect to the Fund or any relevant Index Series Trust and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Subject to the provisions of the Administration Agreement the Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements semi-annual reports with respect to each of the Funds prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each monthTrust, and (ec) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request. 1.8 The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the 1933 ActSecurities Act of 1933, and under the 1940 Actas amended, with respect to the Shares have been prepared in conformity with the requirements of said Acts Act and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including prospectus (together with the related statement of additional information incorporated by reference therein, information) filed with the Securities and Exchange Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, Trust may but shall not be obligated to, to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem as, in the light of future developments, may, in the opinion of the Trust's counsel, be necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are madeagreement. The Fund will give you reasonable notice in advance of its filing of Trust shall not file any amendment to any registration statement or supplement to any prospectusprospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in into this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 You The Distributor will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and shares in accordance with, with the instructions of the Trust's Board of Trustees and registration statement and prospectus prospectuses then in effect with respect to the Portfolios under the Securities Act of 1933, as amended (the "1933 Act") amended, and will transmit promptly any orders received by you the Distributor for the purchase or redemption of Shares in Creation Units either directly to the Transfer and Dividend Disbursing Agent Trust's transfer agent for the Fund of which the Fund has notified you in writing. You shall deliver Portfolio involved or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a any qualified broker-/dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree for transmittal to comply with all of the applicable terms and provisions of the 1934 Actsaid agent. 1.2 You agree (a) In consideration of these rights granted to the Distributor, the Distributor agrees to use your its best efforts efforts, consistent with its other business, to solicit orders for the sale of Shares Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The Distributor, at its expense, shall finance appropriate activities which it deems reasonable which are primarily intended to result in Creation Units on a continuous basis. It is contemplated that you may enter into the sale of Shares, including but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current shareholders, and the printing and mailing of sales literature. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Portfolios. (b) All shares of the Portfolios 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 so doing you will act only the manner set forth in the Trust's Declaration of Trust and then current Prospectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust's current Prospectuses and/or Statements of Additional Information. The Trust shall in all cases receive the net asset value per share on your own all shares. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the "1940 Act") to pay a portion of the sales charge to dealers who have sold shares of the Trust. If a fee in connection with shareholder redemptions is in effect, the Trust shall collect the fee on behalf as principalof the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such fees. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. (c) This Agreement shall apply to unissued shares of the Trust, shares of the Trust held in its treasury in the event that in the discretion of the Trust, treasury shares shall be sold, and shares of the Trust repurchased for resale. 1.3 You The Distributor shall act as distributor of Shares in Creation Units the shares in compliance with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities and Exchange Act of 1934, as amended (the "1934 Act)amended. THE DISTRIBUTOR SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS THE DISTRIBUTOR HAS BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, OR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 1.4 Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Trust's officers may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units shares until such time as the parties they deem it advisable to accept such orders and to make such salessales and the Trust shall advise you promptly of such determination. 1.5 The Fund Except as otherwise provided for in the Administrative Agreement dated as of ______________, 2000, by and between the Trust and the Distributor (the "Administration Agreement"), the Trust agrees to pay all costs and expenses in connection with the registration of Shares shares under the 1933 Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units shares and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares shares for sale in Creation Units in such states as you the Distributor may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You The Distributor shall pay all expenses connected with your its own qualification as a dealer broker under state State or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you the Distributor in connection with the sale of Shares in Creation Units shares as contemplated in this agreement. 1.7 The Fund Trust shall furnish you the Distributor from time to time, for use in connection with the sale of Shares in Creation Unitsshares, such information with respect to the Fund or any relevant Index Series Trust and the Shares shares as you the Distributor may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Subject to the provisions of the Administration Agreement the Trust also shall furnish you the Distributor upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts with respect to each of the Portfolios, made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements semi-annual reports with respect to each of the Portfolios prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each monthTrust, and (ec) from time to time such additional information regarding the FundTrust's financial condition as you the Distributor may reasonably request. 1.8 The Fund Trust represents to you the Distributor that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the 1933 ActSecurities Act of 1933, and under the 1940 Actas amended, with respect to the Shares shares have been prepared in conformity with the requirements of said Acts Act and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including prospectus (together with the related statement of additional information incorporated by reference therein, information) filed with the Securities and Exchange Commission with respect to any of the shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you the Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, Trust may but shall not be obligated to, to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem as, in the light of future developments, may, in the opinion of the Trust's counsel, be necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you the Distributor to do so, you the Distributor may, at your its option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are madeagreement. The Fund will give you reasonable notice in advance of its filing of Trust shall not file any amendment to any registration statement or supplement to any prospectusprospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in into this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 You 1.1. The Distributor will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, accordance with the instructions of the Company's Board of Directors and in accordance with, the Company's registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the "1933 Act") ), and will transmit promptly any orders received by you it for the purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. You shall deliver Company or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Actits transfer agent. 1.2 You agree 1.2. The Distributor agrees to use your best appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in Creation Units on a continuous basisconnection with such solicitation. It The Company understands that the Distributor is contemplated and may in the future be the distributor of shares of other investment company portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. The Company further understands that you existing and future investors in the Funds may enter into invest in shares of such other Portfolios. The Company agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties to the Company under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current shareholders, and in so doing you the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will act only on your own behalf as principalprovide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.3 You shall act 1.4. All activities by the Distributor and its agents and employees as distributor of Shares in Creation Units in compliance shall comply with all applicable laws, rules and regulations, including, without limitationslimitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, amended (the "1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act). 1.4 1.5. Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal other circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Company's officers may agree to decline to accept any orders for, or make any sales of, any of Shares in Creation Units until such time as the parties those officers deem it advisable to accept such orders and to make such sales. 1.5 1.6. The Fund Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions which that may be reasonably necessary in the discretion of the Fund's officers in connection with the registration or qualification of Shares for sale in Creation Units in such states as you the Distributor may designate to the Fund Company and the Fund Company may approve, and the Fund agrees to Company shall pay all fees and other expenses which may be incurred in connection with such registration or qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 1.7. The Fund Company shall furnish you from time to time, for use in connection with the sale of Shares in Creation UnitsShares, such information with respect to the Fund or any relevant Index Series Funds and the Shares as you the Distributor may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Company warrants that the statements contained in any such information, when so signed by the Fund's officers, information shall be true and correctfairly show or represent what they purport to show or represent. The Fund Company shall also shall furnish you the Distributor upon request with: : (a) audited annual and unaudited semi-annual reports and annual audited reports statements of the FundCompany's books and accounts made by independent public accountants regularly retained by the with respect to each Fund, and, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's Funds' financial condition as you the Distribution may reasonably request. 1.8 1.8. The Fund represents Distributor may be reimbursed for all or a portion of the expenses described above to you that all registration statements and prospectuses filed the extent permitted by a distribution plan adopted by the Company on behalf of a Fund with the Securities and Exchange Commission under the 1933 Act, and pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the 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 Company on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of the shares (and reallow a portion thereof) as specified in the Fund's Registration Statement and the Company shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the Fund's Registration Statement. 1.9. The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Company's Board of Directors with respect to the Shares have been prepared in conformity with the requirements various classes of said Acts and rules and regulations shares of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectusFunds, including but not limited to forms of sales support agreements approved in connection with a distribution approved in accordance with Rule 12b-1 under the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional1940 Act.

Services as Distributor. 1.1 You 1.1. Distributor (i) will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) the Fund’s Shares, which are covered by, and in accordance with, by the registration statement and prospectus of the Trust then in effect under the Securities Act of 1933, as amended (the "1933 Securities Act") and (ii) will transmit promptly any orders received by you for purchase or redemption of Shares perform such additional services as are provided in Creation Units to this Section 1 (collectively, the Transfer and Dividend Disbursing Agent for "Services”). As used in this Agreement, the Fund of which the Fund has notified you in writing. You term "registration statement" shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 mean Parts A (the "1934 Act"prospectus), B (the Statement of Additional Information) and a member C of each registration statement that is filed on Form N-1A, or any successor thereto, with the Commission, together with any amendments thereto. The term "prospectus" shall mean each form of prospectus and Statement of Additional Information used by the Funds for delivery to shareholders and prospective shareholders after the effective dates of the National Association of Securities Dealersabove-referenced registration statements, Inc. You agree to comply together with all of the applicable terms any amendments and provisions of the 1934 Actsupplements thereto. 1.2 You agree 1.2. Distributor agrees to use your best appropriate efforts to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in Creation Units on a continuous basisconnection with such solicitation. It The Trust understands that Distributor is contemplated now and may in the future be the distributor of the shares of other investment companies or series (together, "Investment Companies") including Investment Companies having investment objectives similar to those of the Trust. The Trust further understands that you investors and potential investors in the Trust may enter into invest in shares of such other Investment Companies. The Trust agrees that Distributor's duties to such Investment Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. Distributor shall, at its own expense, finance appropriate activities which it deems reasonable, which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current Shareholders, and in so doing you will act only on your own behalf as principalthe printing and mailing of sales literature. 1.3 You shall act 1.3. In its capacity as distributor of Shares in Creation Units in compliance the Shares, all activities of Distributor and its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitationslimitation, the 1940 Act, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") promulgated by the Securities Commission thereunder and Exchange Commission or all rules and regulations adopted by any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act). 1.4 1.4. Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Funds. 1.5. Whenever the parties hereto, in their collective judgment, mutually agree that judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fundkind, the parties hereto Trust's officers may agree to decline to accept any orders for, or make any sales of, any the Shares in Creation Units until such time as the parties those officers deem it advisable to accept such orders and to make such sales. 1.5 The Fund agrees 1.6. Distributor will act only on its own behalf as principal if it chooses to pay all costs and expenses in connection enter into selling agreements with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising selected dealers or promotion for the sale of Sharesothers. 1.6 1.7. The Fund Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions which that may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of the Shares for sale in Creation Units in such states as you Distributor may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreementdesignate. 1.7 1.8. The Fund Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation Unitsthe Shares, such information with respect to the Fund or any relevant Index Series Funds and the Shares as you Distributor may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund Trust shall also shall furnish you Distributor upon request with: (a) unaudited semi-annual reports and annual audited reports statements of the Fund's Funds' books and accounts made by independent public accountants regularly retained prepared by the FundTrust, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolioFunds, (dc) monthly balance sheets as soon as practicable after the end of each month, and (ed) from time to time such additional information regarding the Fund's financial condition of the Funds as you Distributor may reasonably request. 1.8 1.9. The Fund represents Trust shall take, from time to you that time, all registration statements and prospectuses filed by such steps, including payment of the Fund with related filing fee, as may be necessary to register the Shares under the Securities Act and Exchange Commission under to make available for sale such number of Shares as the 1933 Act, and under the 1940 Act, with respect Distributor may be expected to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commissionsell. The Fund represents Trust agrees to file from time to time such amendments, reports and warrants to you other documents as may be necessary in order that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to there may be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an no untrue statement of a material fact in a Registration Statement or omit Prospectus, or necessary in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. 1.10. The Trust authorizes Distributor and dealers to use any prospectus in the form furnished from time to time in connection with the sale of the Shares. The Trust agrees to indemnify, defend and hold Distributor, its several partners and employees, and any person who controls Distributor within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Distributor, its partners and employees, or any such controlling person, may incur under the Securities Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated therein in either any registration statement or any prospectus or necessary to make the statements therein in either thereof not misleading; provided, however, that the Trust's agreement to indemnify Distributor, its partners or employees, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any statements or representations as are contained in any prospectus and in such financial and other statements as are furnished in writing to the Trust by Distributor or its affiliates and used in the answers to the registration statement or in the corresponding statements made in the prospectus, or arising out of or based upon any omission or alleged omission to state a material fact in connection with the giving of such information required to be stated in such answers or necessary to make the answers not misleading; and further provided that the Trust's agreement to indemnify Distributor and the Trust's representations and warranties hereinbefore set forth in paragraph 1.9 shall not be deemed to cover any liability to the Trust or its Shareholders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of Distributor's reckless disregard of its obligations and duties under this Agreement; and further provided that this indemnity agreement, to the extent that it might require indemnity of any person who is also an officer or Trustee of the Trust or who controls the Trust within the meaning of Section 15 of the Securities Act, shall not inure to the benefit of such officer, Trustee or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the Securities Act. The Trust's agreement to indemnify Distributor, its partners and employees and any such controlling person, as aforesaid, is expressly conditioned upon the Trust being notified of any action brought against Distributor, its partners or employees, or any such controlling person, such notification to be given by letter or by telegram addressed to the Trust at its principal office and sent to the Trust by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. The failure to so notify the Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or allegedly untrue, statement or omission, or alleged omission, otherwise than on account of the Trust's indemnity agreement contained in this paragraph 1.10. The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by Distributor, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, or in case Distributor reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse Distributor, its partners and employees, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by Distributor or them. The Trust's indemnification agreement contained in this paragraph 1.10 and the Trust's representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Distributor, its partners and employees, or any controlling person, and shall survive the delivery of any Shares. 1.11. Distributor agrees to indemnify, defend and hold the Trust, its several officers and Trustees and any person who controls the Trust within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands, or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may incur under the Securities Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by Distributor to the Trust and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by Distributor or its affiliates to the Trust required to be stated in such answers or necessary to make such information not misleading. Distributor's agreement to indemnify the Trust, its officers and Trustees, and any such controlling person, as aforesaid, is expressly conditioned upon Distributor being notified of any action brought against the Trust, its officers or Trustees, or any such controlling person, such notification to be given by letter or telegram addressed to Distributor at its principal office and sent to Distributor by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. Distributor shall have the right of first control of the defense of such action, with counsel of its own choosing, satisfactory to the Trust, if such action is based solely upon such alleged misstatement or omission on Distributor's part, and in any other event the Trust, its officers or Trustees or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The Fund may, but failure to so notify Distributor of any such action shall not relieve Distributor from any liability which Distributor may have to the Trust, its officers or Trustees, or to such controlling person by reason of any such untrue or alleged untrue statement, or omission or alleged omission, otherwise than on account of Distributor's indemnity agreement contained in this paragraph 1.11. 1.12. No Shares shall be obligated to, propose from time to time such amendment offered by either Distributor or amendments to the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act or if and such supplement or supplements to any so long as a current prospectus as it may deem necessary or advisable. If required by Section 10(b)(2) of said Act is not on file with the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectusCommission; provided, however, that nothing contained in this agreement paragraph 1.12 shall in any way limit restrict or have an application to or bearing upon the FundTrust's right obligation to file at repurchase Shares from any time Shareholder in accordance with the provisions of the Trust's prospectus, Declaration of Trust, or Bylaws. 1.13. The Trust agrees to advise Distributor as soon as reasonably practical by a notice in writing delivered to Distributor or its counsel: (a) of any request by the Commission for amendments to the registration statement or prospectus then in effect or for additional information; (b) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (c) of the happening of any event that makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such amendments registration statement or prospectus in order to make the statements therein not misleading; and (d) of all action of the Commission with respect to any amendment to any registration statement and/or supplements or prospectus which may from time to time be filed with the Commission. For purposes of this section, informal requests by or acts of the Staff of the Commission shall not be deemed actions of or requests by the Commission. 1.14. Distributor agrees on behalf of itself and its partners and employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and its prior, present or potential Shareholders, and not to use such records and information for any prospectuspurpose other than performance of its responsibilities and duties hereunder, except, after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust. 1.15. This Agreement shall be governed by the laws of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionalState of Minnesota.