Common use of Services as Distributor Clause in Contracts

Services as Distributor. 1.1 Counsellors Securities will act as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement"). 1.2 Counsellors Securities agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. 1.3 All activities by Counsellors Securities as distributor of the Common Shares and Advisor Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended. 1.4 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the judgment of the Fund's officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors from time to time may reasonably request.

Services as Distributor. 1.1 Counsellors Securities 1.1. Distributor will act as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, and prospectuses of the Trust then in effect under the Securities Act of 1933, as amended (“Securities Act”). As used in this Agreement, the "1933 Act"term “registration statement” shall mean Parts A (the prospectuses), and the Investment Company Act of 1940, as amended B (the "1940 Act"Statement of Additional Information) (and C of each registration statement that is filed on Form N-1A, or any successor thereto, with the registration statementCommission, together with any amendments thereto. The term “prospectus” shall mean each form of prospectus and Statement of Additional Information used by the prospectuses (Funds for delivery to shareholders and prospective shareholders after the "prospectus") and statement of additional information (the "statement of additional information") included as part effective dates of the above referenced registration statementstatements, together with any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement")thereto. 1.2 Counsellors Securities 1.2. Distributor agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Trust understands that Distributor may presently and in the future be the distributor of the shares of several investment companies or series (together, “Companies”) including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that Distributor’s duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. Distributor may 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 personnel, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. 1.3 All activities by Counsellors Securities 1.3. In its capacity as distributor of the Common Shares Shares, all activities of Distributor and Advisor Shares its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, all rules and regulations made or adopted promulgated by the Securities Commission thereunder and Exchange Commission (the "SEC") or all rules and regulations adopted by any securities association registered under the Securities Exchange Act of 19341934 (“Exchange Act”). Distributor may, without further consent on the part of the Trust, subcontract for the performance of any services hereof with any affiliated or unaffiliated entity that is duly registered as amendeda broker or dealer pursuant to Section 15 of the Exchange Act, provided, however, that Distributor shall be fully responsible to the Trust for the acts and omissions of any party with whom it contracts. 1.4 Counsellors Securities agrees 1.4. Distributor will transmit any orders received by it for purchase or redemption of the Shares to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund transfer agent and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising custodian for the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requestsFunds. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement1.5. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth Whenever in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the their judgment of the Fund's officers such action is warranted for any reason, including, without limitation, by unusual market, economic or political conditions, those or by abnormal circumstances of any kind, the Trust’s officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities 1.6. Distributor will act only on its own behalf as principal should if it choose chooses to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit 1.7. The Trust agrees at its own expense to execute any orders received by it for purchase or redemption and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified for sale in writingsuch states as Distributor may designate. 1.8. The Fund will promptly advise Counsellors Securities Trust shall furnish from time to time, for use in connection with the sale of the determination Shares, such information with respect to cease accepting orders the Funds and the Shares as Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or selling Common Shares represent what they purport to show or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Sharesrepresent. The Fund Trust shall also furnish Distributor upon request with: (or its agenta) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order unaudited semi-annual statements of the SEC, Funds’ books and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted accounts prepared by the Fund pursuant to Rule 12b-1 Trust and the purposes therefor, as well as any supplemental reports as the Directors (b) from time to time such additional information regarding the financial condition of the Funds as Distributor may reasonably request. 1.9. The Trust represents to Distributor that, with respect to the Shares, all registration statements and prospectuses filed by the Trust with the Commission under the Securities Act have been prepared in conformity with requirements of said Act and rules and regulations of the Commission thereunder. The registration statement and prospectuses contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission and all statements of fact contained in any such registration statement and prospectuses are true and correct. Furthermore, neither any registration statement nor any prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. 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 directors, officers 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 reasonable counsel fees incurred in connection therewith) which Distributor, its directors, officers 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 (i) any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus, (ii) any omission, or alleged omission, to state a material fact, required to be stated in either any registration statement or any prospectus, or necessary to make the statements in either thereof not misleading, or (iii) any Trust advertisement or sales literature that is not in compliance with applicable laws, rules or regulations (including, but not limited to the Conduct Rules of the National Association of Securities Dealers, Inc.); provided, however, that the Trust’s agreement to indemnify Distributor, its directors, officers 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, advertisement or sales literature and in such financial and other statements as are furnished in writing to the Trust by Distributor and used in the answers to the registration statement or in the corresponding statements made in the prospectus, advertisement or sales literature, 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. The Trust’s agreement to indemnify Distributor, its directors, officers and employees and any such controlling person, as aforesaid, is expressly conditioned upon the Trust being notified of any action brought against Distributor, its officers or employees, or any such controlling person, such notification to be given by letter or by facsimile addressed to the Trust at its principal office in New York, New York and sent to the Trust by the person against whom such action is brought, within 10 business 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 to 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. Such counsel shall consult with Distributor and give Distributor the opportunity to review any documents prepared by such counsel prior to filing the same with the court. 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 does not approve of counsel chosen by the Trust, the Trust will reimburse Distributor, its directors, officers 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 shall not, without the written consent of Distributor, consent to entry of any judgment or enter into any settlement. Any judgment or settlement shall include as an unconditional term the giving by the claimant or plaintiff to Distributor and its directors, officers and employees, or any such controlling person, of a release from all liability in respect to such claim or litigation. 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 directors, officers and employees, or any controlling person, and shall survive the delivery of any Shares and the termination of this Agreement. This Agreement of indemnity will inure exclusively to Distributor’s benefit, to the benefit of its several directors, officers and employees, and their respective estates, and to the benefit of the controlling persons and their successors. The Trust agrees promptly to notify Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees in connection with the issue and sale 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 reasonable 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 prospectuses, 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 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 facsimile addressed to Distributor at its principal office in Columbus, Ohio, and sent to Distributor by the person against whom such action is brought, within 10 business 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 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 offered by either Distributor or 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 so long as a current prospectus as required by Section 10(b)(2) of said Act is not on file with the Commission; provided, however, that nothing contained in this paragraph 1.12 shall in any way restrict or have an application to or bearing upon the Trust’s obligation to repurchase Shares from any Shareholder in accordance with the provisions of the Trust’s prospectuses, charter or by-laws. 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 prospectuses then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and (d) of all actions of the Commission with respect to any amendment to any registration statement or prospectuses 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. The Trust and Distributor acknowledge and agree on behalf of themselves and their directors, trustees, offic

Services as Distributor. 1.1 Counsellors Securities ▇▇▇▇ agrees to solicit orders for the sale of units of the Fund and to undertake advertising and promotion that it believes reasonable in connection with the solicitation. 1.2 ▇▇▇▇ will act as agent for the distribution of units of the Common Shares Fund covered by, and Advisor Shares covered by in accordance with, the Fund's registration prospectus (the "Prospectus") and statement on Form N-1A, of additional information (the "Statement") then in effect under the Securities Act of 1933, as amended (the "1933 Securities Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") each included as part of the registration statementRegistration Statement of the Fund on Form N-1A (the "Registration Statement"), any amendments to the registration statementRegistration Statement, and any amendments to, supplements to, or material incorporated by reference into the prospectus Prospectus or statement of additional informationStatement, being referred to collectively in this Agreement as the "registration statementRegistration Statement."). 1.2 Counsellors Securities agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. 1.3 All activities by Counsellors Securities ▇▇▇▇ as distributor of units of the Common Shares and Advisor Shares shall Fund will comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act or the Investment Company Act of 1940, as amended (the "1940 Act"), by the Securities and Exchange Commission (the "SECCommission") or by any securities association registered under the Securities Exchange Act of 1934, as amended. 1.4 Counsellors Securities agrees to ▇▇▇▇ (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇ "▇▇▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan▇▇▇"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to (a) The public offering price of the 12b-1 Plan, units of the Fund will pay Counsellors Securities on be the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, asset value determined as set forth in the 12b-1 Plan ("Selling Services"), Registration Statement. (b) ongoing servicing and/or maintenance of the accounts of holders of Common SharesThe Fund's transfer and dividend agent, as set forth or any other agent designated in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding writing by the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons will be promptly advised by ▇▇▇▇ of all purchase orders for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports units of the Fund to prospective holders placed through ▇▇▇▇. The Fund may cease, on the basis of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the judgment of the Fund's officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those officers may decline or on the basis of any other abnormal conditions, to accept any orders for, for Fund units or make any sales of, continue to sell units until the Common Shares or Advisor Shares until such time as those officers members of the Fund's Board of Trustees (the "Board members") deem it advisable to accept such the orders and to make such the sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities ▇▇▇▇ of the determination to cease accepting orders or selling Common Shares or Advisor Shares units or to recommence accepting orders or selling Common Shares or Advisor Sharesunits. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares units placed through Counsellors Securities ▇▇▇▇ upon their receipt, or in accordance with any exemptive order of the SECCommission, and will make appropriate book entries pursuant to the instructions of Counsellors Securities▇▇▇▇. Counsellors Securities ▇▇▇▇ agrees to cause payment for Common Shares and Advisor Shares units and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 1.5 The outstanding Common Shares and Advisor Shares units of the Fund are subject to redemption as in accordance with the applicable provisions set forth in the prospectusProspectus. The price to be paid to redeem the Common Shares and Advisor Shares units will be equal to their net asset value, determined as set forth in the prospectusProspectus and Statement. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors from time to time may reasonably request.

Services as Distributor. 1.1 Counsellors Securities will act The Distributor, as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1ATrust, under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement"). 1.2 Counsellors Securities agrees to use appropriate efforts to promote each Fund and to solicit orders for the sale purchase of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The services to be performed hereunder by the Distributor are described in more detail in Section 7 hereof. The Distributor may obtain marketing support, including financing for commissions advanced to dealers, 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 Evergreen Investment Services, Inc. ("EIS") (which was formerly known as Evergreen Keystone Investment Services Company and prior to that was known as Keystone Investment Distributors Company), as marketing services agent (as amended and supplemented 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 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 behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as to such Fund or Funds. 1.3 All activities by Counsellors Securities the Distributor and its agents and employees as the distributor of the Common Shares and Advisor Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the "SECCommission") or by any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the "1934 Act"). 1.4 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning In selling the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common 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 "12b-1 PlanRegistration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and in any sales literature specifically approved by the Distribution Plan (with respect Trust. 1.5 The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to Advisor Sharesinvestors 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 "Distribution PlanNASD"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan such requirements may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisabletime exist. 1.6 Counsellors Securities acknowledges that, whenever 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 in the their judgment of the Fund's officers such action is warranted for any reason, including, without limitation, by unusual market, economic or political conditions, those or by abnormal circumstances of any kind, the Trust's officers may decline to accept any orders for, for or make any sales of, the Common Shares or Advisor of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities 1.8 The Distributor will act only on its own behalf as principal should if it choose chooses to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption . The Distributor shall offer and sell Shares only to such selected dealers as are members, in good standing, of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), NASD or are exempt from registration as a broker-dealer under the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent)1934 Act. 1.9 The outstanding Common Shares and Advisor Distri▇▇▇▇▇ ▇▇rees to adopt compliance standards, in a form satisfactory to the Trust, governing the operation of the multiple class distribution system under which Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectusoffered. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors from time to time may reasonably request.

Services as Distributor. 1.1 Counsellors Securities 1.1. Distributor will act as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, and prospectuses of the Trust then in effect under the Securities Act of 1933, as amended (“Securities Act”). As used in this Agreement, the "1933 Act"term “registration statement” shall mean Parts A (the prospectuses), and the Investment Company Act of 1940, as amended B (the "1940 Act"Statement of Additional Information) (and C of each registration statement that is filed on Form N-1A, or any successor thereto, with the registration statementCommission, together with any amendments thereto. The term “prospectus” shall mean each form of prospectus and Statement of Additional Information used by the prospectuses (Funds for delivery to shareholders and prospective shareholders after the "prospectus") and statement of additional information (the "statement of additional information") included as part effective dates of the above referenced registration statementstatements, together with any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement")thereto. 1.2 Counsellors Securities 1.2. Distributor agrees to use appropriate best efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Trust understands that Distributor may presently and in the future be the distributor of the shares of several investment companies or series (together, “Companies”) including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that Distributor’s duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. Distributor may 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 personnel, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. 1.3 All activities by Counsellors Securities 1.3. In its capacity as distributor of the Common Shares Shares, all activities of Distributor and Advisor Shares its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, all rules and regulations made or adopted promulgated by the Securities Commission thereunder and Exchange Commission (the "SEC") or all rules and regulations adopted by any securities association registered under the Securities Exchange Act of 19341934 (“Exchange Act”). Distributor may, without further consent on the part of the Trust, subcontract for the performance of any services hereof with any affiliated or unaffiliated entity that is duly registered as amendeda broker or dealer pursuant to Section 15 of the Exchange Act, provided, however, that Distributor shall be fully responsible to the Trust for the acts and omissions of any party with whom it contracts. 1.4 Counsellors Securities agrees 1.4. Distributor will transmit any orders received by it for purchase or redemption of the Shares to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund transfer agent and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising custodian for the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requestsFunds. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement1.5. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth Whenever in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the their judgment of the Fund's officers such action is warranted for any reason, including, without limitation, by unusual market, economic or political conditions, those or by abnormal circumstances of any kind, the Trust’s officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities 1.6. Distributor will act only on its own behalf as principal should if it choose chooses to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit 1.7. The Trust agrees at its own expense to execute any orders received by it for purchase or redemption and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified for sale in writingsuch states as Distributor may designate. 1.8. The Fund will promptly advise Counsellors Securities Trust shall furnish from time to time, for use in connection with the sale of the determination Shares, such information with respect to cease accepting orders the Funds and the Shares as Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or selling Common Shares represent what they purport to show or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Sharesrepresent. The Fund Trust shall also furnish Distributor upon request with: (or its agenta) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order unaudited semi-annual statements of the SEC, Funds’ books and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted accounts prepared by the Fund pursuant to Rule 12b-1 Trust and the purposes therefor, as well as any supplemental reports as the Directors (b) from time to time such additional information regarding the financial condition of the Funds as Distributor may reasonably request. 1.9. The Trust represents to Distributor that, with respect to the Shares, all registration statements and prospectuses filed by the Trust with the Commission under the Securities Act have been prepared in conformity with requirements of said Act and rules and regulations of the Commission thereunder. The registration statement and prospectuses contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission and all statements of fact contained in any such registration statement and prospectuses are true and correct. Furthermore, neither any registration statement nor any prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. 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 directors, officers 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 reasonable counsel fees incurred in connection therewith) which Distributor, its directors, officers 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 (i) any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus, (ii) any omission, or alleged omission, to state a material fact, required to be stated in either any registration statement or any prospectus, or necessary to make the statements in either thereof not misleading, or (iii) any Trust advertisement or sales literature that is not in compliance with applicable laws, rules or regulations (including, but not limited to the Conduct Rules of the National Association of Securities Dealers, Inc.); provided, however, that the Trust’s agreement to indemnify Distributor, its directors, officers 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, advertisement or sales literature and in such financial and other statements as are furnished in writing to the Trust by Distributor and used in the answers to the registration statement or in the corresponding statements made in the prospectus, advertisement or sales literature, 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. The Trust’s agreement to indemnify Distributor, its directors, officers and employees and any such controlling person, as aforesaid, is expressly conditioned upon the Trust being notified of any action brought against Distributor, its officers or employees, or any such controlling person, such notification to be given by letter or by facsimile addressed to the Trust at its principal office in New York, New York and sent to the Trust by the person against whom such action is brought, within 10 business 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 to 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. Such counsel shall consult with Distributor and give Distributor the opportunity to review any documents prepared by such counsel prior to filing the same with the court. 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 does not approve of counsel chosen by the Trust, the Trust will reimburse Distributor, its directors, officers 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 shall not, without the written consent of Distributor, consent to entry of any judgment or enter into any settlement. Any judgment or settlement shall include as an unconditional term the giving by the claimant or plaintiff to Distributor and its directors, officers and employees, or any such controlling person, of a release from all liability in respect to such claim or litigation. 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 directors, officers and employees, or any controlling person, and shall survive the delivery of any Shares and the termination of this Agreement. This Agreement of indemnity will inure exclusively to Distributor’s benefit, to the benefit of its several directors, officers and employees, and their respective estates, and to the benefit of the controlling persons and their successors. The Trust agrees promptly to notify Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees in connection with the issue and sale 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 reasonable 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 prospectuses, 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 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 facsimile addressed to Distributor at its principal office in Columbus, Ohio, and sent to Distributor by the person against whom such action is brought, within 10 business 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 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 offered by either Distributor or 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 so long as a current prospectus as required by Section 10(b)(2) of said Act is not on file with the Commission; provided, however, that nothing contained in this paragraph 1.12 shall in any way restrict or have an application to or bearing upon the Trust’s obligation to repurchase Shares from any Shareholder in accordance with the provisions of the Trust’s prospectuses, charter or by-laws. 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 prospectuses then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and (d) of all actions of the Commission with respect to any amendment to any registration statement or prospectuses 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. The Trust and Distributor acknowledge and agree on behalf of themselves and their directors, trustees, officers and

Services as Distributor. 1.1 Counsellors Securities Distributor will act as agent of Trust on behalf of each Fund for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, of Trust in effect from time-to-time under the Securities Act of 1933, as amended (the "1933 “Securities Act"”) and the 1940 Act. As used in this Agreement, the term “registration statement” as of any time shall mean the registration statement of the Trust and any amendments thereto, then in effect, including Parts A (the Prospectus), B (the Statement of Additional Information) and the Investment Company Act C of 1940each registration statement, as amended (filed on Form N-1A, or any successor thereto, with the "1940 Act") (Commission, together with any amendments thereto. The term “Prospectus” as of any time shall mean the then-current form of Prospectus and Statement of Additional Information used by the Funds, in accordance with the rules of the Commission, for delivery to shareholders and prospective shareholders after the effective dates of the above-referenced registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any amendments and supplements thereto. The Trust will notify Distributor in advance of any proposed changes to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred Schedule A to collectively in this Agreement as the "registration statement")Agreement. 1.2 Counsellors Securities agrees to use appropriate efforts to Distributor may solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will may undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Trust understands that Distributor is now and may in the future be the distributor of the shares of many other investment companies or series, including investment companies having investment objectives similar to those of the Funds. The Trust further understands that shareholders and potential shareholders in the Trust may invest in shares of such other investment companies. The Trust agrees that Distributor’s duties to other investment companies shall not be deemed in conflict with its duties to the Trust under this Section 1.2. 1.3 All Subject to the last sentence of this Section 1.3, Distributor may engage in such activities as it deems appropriate in connection with the promotion and sale of the Shares, which may include advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to prospective shareholders other than current shareholders, and the printing and mailing of sales literature. Distributor may enter into dealer agreements and other selling agreements with broker-dealers and other intermediaries; provided, however, that Distributor shall have no obligation to make any payments to any third parties, whether as finder’s fees, compensation or otherwise, unless (i) Distributor has received a corresponding payment from the applicable Fund’s Distribution Plan (as defined in Section 2 of this Agreement), from the Fund’s investment adviser (the “Adviser”) or from another source as may be permitted by Counsellors Securities applicable law, and (ii) such corresponding payment or payment procedure has been approved by the Trust’s Board of Trustees. 1.4 In its capacity as distributor of the Common Shares Shares, all activities of the Distributor and Advisor Shares its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, all applicable rules and regulations made or adopted promulgated by the Securities Commission thereunder, and Exchange Commission (the "SEC") or all applicable rules and regulations adopted by any securities association registered under the Securities Exchange Act of 1934, as amended. 1.4 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth Whenever in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the their judgment of the Fund's officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those the Trust’s officers may upon reasonable notice instruct the Distributor to decline to accept any orders for, for or make any sales of, of the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption of the Common Shares and Advisor Shares to State Street Bank and 1.6 The Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to inform the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors Distributor from time to time of the states in which the Trust or its administrator has registered or otherwise qualified shares of each Fund for sale, and the 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 that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may reasonably designate. 1.7 The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request; and the Trust warrants that the statements contained in any such supplemental information will fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: (a) unaudited semi-annual statements of the Funds’ books and accounts prepared by the Trust, and (b) from time to time such additional information regarding the Funds as the Distributor may reasonably request.

Services as Distributor. 1.1 Counsellors Securities 1.1. Distributor will act as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, and prospectuses of the Trust then in effect under the Securities Act of 1933, as amended (the "1933 Securities Act"). As used in this Agreement, and the Investment Company Act of 1940, as amended term "registration statement" shall mean Parts A (the "1940 Act") prospectuses), B (the Statement of Additional Information) and C of each registration statementstatement that is filed on Form N-1A, or any successor thereto, with the Commission, together with the prospectuses (the any amendments thereto. The term "prospectus") " shall mean each form of prospectus and statement Statement of additional information (Additional Information used by the "statement of additional information") included as part Funds for delivery to shareholders and prospective shareholders after the effective dates of the above referenced registration statementstatements, together with any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement")thereto. 1.2 Counsellors Securities 1.2. Distributor agrees to use appropriate best efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Trust understands that Distributor may presently and in the future be the distributor of the shares of several investment companies or series (together, "Companies") including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. Distributor may 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 personnel, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. 1.3 All activities by Counsellors Securities 1.3. In its capacity as distributor of the Common Shares Shares, all activities of Distributor and Advisor Shares its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, all rules and regulations made or adopted promulgated by the Securities Commission thereunder and Exchange Commission (the "SEC") or all rules and regulations adopted by any securities association registered under the Securities Exchange Act of 19341934 ("Exchange Act"). Distributor may, without further consent on the part of the Trust, subcontract for the performance of any services hereof with any affiliated or unaffiliated entity that is duly registered as amendeda broker or dealer pursuant to Section 15 of the Exchange Act, provided, however, that Distributor shall be fully responsible to the Trust for the acts and omissions of any party with whom it contracts. 1.4 Counsellors Securities agrees 1.4. Distributor will transmit any orders received by it for purchase or redemption of the Shares to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund transfer agent and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising custodian for the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requestsFunds. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement1.5. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth Whenever in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the their judgment of the Fund's officers such action is warranted for any reason, including, without limitation, by unusual market, economic or political conditions, those or by abnormal circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities 1.6. Distributor will act only on its own behalf as principal should if it choose chooses to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit 1.7. The Trust agrees at its own expense to execute any orders received by it for purchase or redemption and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified for sale in writingsuch states as Distributor may designate. 1.8. The Fund will promptly advise Counsellors Securities Trust shall furnish from time to time, for use in connection with the sale of the determination Shares, such information with respect to cease accepting orders the Funds and the Shares as Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or selling Common Shares represent what they purport to show or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Sharesrepresent. The Fund Trust shall also furnish Distributor upon request with: (or its agenta) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order unaudited semi-annual statements of the SEC, Funds' books and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted accounts prepared by the Fund pursuant to Rule 12b-1 Trust and the purposes therefor, as well as any supplemental reports as the Directors (b) from time to time such additional information regarding the financial condition of the Funds as Distributor may reasonably request. 1.9. The Trust represents to Distributor that, with respect to the Shares, all registration statements and prospectuses filed by the Trust with the Commission under the Securities Act have been prepared in conformity with requirements of said Act and rules and regulations of the Commission thereunder. The registration statement and prospectuses contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission and all statements of fact contained in any such registration statement and prospectuses are true and correct. Furthermore, neither any registration statement nor any prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. 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 directors, officers 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 reasonable counsel fees incurred in connection therewith) which Distributor, its directors, officers 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 (i) any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus, (ii) any omission, or alleged omission, to state a material fact, required to be stated in either any registration statement or any prospectus, or necessary to make the statements in either thereof not misleading, or (iii) any Trust advertisement or sales literature that is not in compliance with applicable laws, rules or regulations (including, but not limited to the Conduct Rules of the National Association of Securities Dealers, Inc.); provided, however, that the Trust's agreement to indemnify Distributor, its directors, officers 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, advertisement or sales literature and in such financial and other statements as are furnished in writing to the Trust by Distributor and used in the answers to the registration statement or in the corresponding statements made in the prospectus, advertisement or sales literature, 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. The Trust's agreement to indemnify Distributor, its directors, officers and employees and any such controlling person, as aforesaid, is expressly conditioned upon the Trust being notified of any action brought against Distributor, its officers or employees, or any such controlling person, such notification to be given by letter or by facsimile addressed to the Trust at its principal office in New York, New York and sent to the Trust by the person against whom such action is brought, within 10 business 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 to 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. Such counsel shall consult with Distributor and give Distributor the opportunity to review any documents prepared by such counsel prior to filing the same with the court. In the event the Trust elects to assume the defense of any such suit and retain counsel 3 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 does not approve of counsel chosen by the Trust, the Trust will reimburse Distributor, its directors, officers 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 shall not, without the written consent of Distributor, consent to entry of any judgment or enter into any settlement. Any judgment or settlement shall include as an unconditional term the giving by the claimant or plaintiff to Distributor and its directors, officers and employees, or any such controlling person, of a release from all liability in respect to such claim or litigation. 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 directors, officers and employees, or any controlling person, and shall survive the delivery of any Shares and the termination of this Agreement. This Agreement of indemnity will inure exclusively to Distributor's benefit, to the benefit of its several directors, officers and employees, and their respective estates, and to the benefit of the controlling persons and their successors. The Trust agrees promptly to notify Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees in connection with the issue and sale 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 reasonable 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 prospectuses, 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 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 facsimile addressed to Distributor at its principal office in Columbus, Ohio, and sent to Distributor by the person against whom such action is brought, within 10 business 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 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 offered by either Distributor or 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 so long as a current prospectus as required by Section 10(b)(2) of said Act is not on file with the Commission; provided, however, that nothing contained in this paragraph 1.12 shall in any way restrict or have an application to or bearing upon the Trust's obligation to repurchase Shares from any Shareholder in accordance with the provisions of the Trust's prospectuses, charter or by-laws. 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 prospectuses then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and (d) of all actions of the Commission with respect to any amendment to any registration statement or prospectuses 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. The Trust and Distributor acknowledge and agree on behalf of themselves and their directors, trustees, officers a

Services as Distributor. 1.1 Counsellors Securities The Distributor will act as agent for the distribution of shares in accordance with the Common Shares instructions of the Trust's Board of Trustees and Advisor Shares covered by the Fund's registration statement on Form N-1A, and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended amended, and will transmit promptly any orders received by the Distributor for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Fund involved or to any qualified broker/dealer for transmittal to said agent. (a) In consideration of these rights granted to the Distributor, the Distributor agrees to use its best efforts, consistent with its other business, to solicit orders for the sale of 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 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. 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 "1933 Actoffering 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 may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended amended, (the "1940 Act") (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part to pay a portion of the registration statement, any amendments sales charge to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement"). 1.2 Counsellors Securities agrees to use appropriate efforts to solicit orders for the sale dealers who have sold shares of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable Trust. If a fee in connection with shareholder redemptions is in effect, the Trust shall collect the fee on behalf of the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such solicitationfees. 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 All activities by Counsellors Securities The Distributor shall act as distributor of the Common Shares and Advisor Shares shall comply shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities and Exchange Act of 1934, as 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 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described Whenever in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the their judgment of the Fund's officers such action is warranted for any reason, including, without limitation, by market, economic or political conditions, those or by circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares any shares until such time as those officers 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 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 under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of shares and for supplying information, prices and other data to be furnished by the Trust hereunder. 1.6 The 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 Trust's officers in connection with the qualification of shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust agrees to pay all expenses which may be incurred in connection with such qualification. the Distributor shall pay all expenses connected with its own qualification as a broker under State or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by the Distributor in connection with the sale of shares as contemplated in this agreement. 1.7 Counsellors Securities will act only on its own behalf The Trust shall furnish the Distributor from time to time, for use in connection with the sale of shares, such information with respect to the Trust and the shares as principal should it choose the Distributor may reasonably request, and the Trust warrants that the statements contained in any such information, when so signed by the Trust's officers, shall be true and correct. Subject to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption the provisions of the Common Shares and Advisor Shares to State Street Bank and Administration Agreement the Trust Company also shall furnish the Distributor upon request with: ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities a) annual audited reports of the determination Trust's books and accounts with respect to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order each of the SECFunds, made by independent public accountants regularly retained by the Trust, (b) semi-annual reports with respect to each of the Funds prepared by the Trust, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors c) from time to time such additional information regarding the Trust's financial condition as the Distributor may reasonably request. 1.8 The Trust represents to the Distributor that all registration statements and prospectuses filed by the Trust with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the shares have been prepared in conformity with the requirements of said 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 (together with the related statement of additional 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 Trust represents and warrants to 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 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 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, in the light of future developments, may, in the opinion of the Trust's counsel, be necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this agreement. The Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained into this agreement shall in any way limit the Trust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 Counsellors Securities The ▇▇▇▇▇▇▇ Co. will act as agent for the distribution of the Common Investor Shares and Advisor Institutional Shares covered by the post-effective amendment to the Fund's registration statement on Form N-1A, under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") pertaining to the Investor Shares and the Institutional Shares of the Fund (the post-effective amendment to the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statementthereof, any amendments to the registration statement, and any or supplements tothereto, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement"). 1.2 Counsellors Securities The ▇▇▇▇▇▇▇ Co. agrees to use appropriate efforts to solicit orders for the sale of the Common Investor Shares and Advisor Institutional Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. 1.3 All activities by Counsellors Securities The ▇▇▇▇▇▇▇ Co. as distributor of the Common Investor Shares and Advisor Institutional Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended. 1.4 Counsellors Securities The ▇▇▇▇▇▇▇ Co. agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, performance and (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Investor Class Distribution Plan (with respect to Common Shares, the "12b-1 Investor Class Plan") and in the Institutional Class Distribution Plan (with respect to Advisor Shares, the "Distribution Institutional Class Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors SecuritiesThe ▇▇▇▇▇▇▇ Co., without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund (a) The ▇▇▇▇▇▇▇ Co. will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts be paid to Counsellors Securities fees under the 12b-1 Investor Class Plan may be used by Counsellors Securities to cover expenses that are compensate The ▇▇▇▇▇▇▇ Co. or enable The ▇▇▇▇▇▇▇ Co. to compensate other persons, ("Service Providers"), including any other distributor of Investor Shares, for providing: (i) services primarily intended to result in, or that are primarily attributable to, (a) in the sale of the Common Shares, as set forth in the 12b-1 Plan Investor Shares ("Investor Selling Services"), and (bii) ongoing servicing and/or maintenance of the accounts of holders of Common Sharesstockholder servicing, as set forth in the 12b-1 Plan administrative and accounting services ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Investor Administrative Services" and collectively with Investor Selling Services and Administrative Services, "Investor Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including). Investor Selling Services may include, but are not limited to, office space : the printing and equipment, telephone facilities, answering routine inquiries regarding distribution to prospective investors in Investor Shares of prospectuses and statements of additional information describing the Fund; the preparation, including printing, and distribution of sales literature, reports and media advertisements relating to the Investor Shares; providing any other Shareholder Servicestelephone services relating to the Fund; (iii) payments made to compensate selected dealers or other authorized persons for providing any Servicesdistributing Investor Shares; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Sharesactivities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; and costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Fund may, from time to time, deem advisable. In The ▇▇▇▇▇▇▇ Co. October 28, 1997 Page 3 providing compensation for Investor Selling Services in accordance with the Investor Class Plan, The ▇▇▇▇▇▇▇ Co. is expressly authorized (i) to make, or cause to be made, payments reflecting an allocation of overhead and other office expenses related to providing Investor Services; (ii) to make, or cause to be made, payments, or to provide for the reimbursement of expenses of, persons who provide support services in connection with the distribution of Investor Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Investor Service; and (iii) to make, or cause to be made, payments to compensate selected dealers or other authorized persons for providing any Investor Services. Administrative Services may include, but are not limited to, (i) responding to inquiries of prospective investors regarding the Fund; (ii) services to stockholders not otherwise required to be provided by the Fund's custodian or any co-administrator; (iii) establishing and maintaining accounts and records on behalf of Fund stockholders; (iv) processing purchase, redemption and exchange transactions in Investor Shares; and (v) other similar services not otherwise required to be provided by the Fund's transfer agent or any co-administrator. Payments under the Investor Class Plan are not tied exclusively to the selling and administrative expenses actually incurred by The ▇▇▇▇▇▇▇ Co. or any Service Provider, and the payments may exceed expenses actually incurred by The ▇▇▇▇▇▇▇ Co. and/or a Service Provider. Furthermore, any portion of any fee paid to The ▇▇▇▇▇▇▇ Co. or to any of its affiliates by the Fund or any of their past profits or other revenue may be used in their sole discretion to provide services to stockholders of the Fund or to ▇▇▇▇▇▇ distribution of Investor Shares. (b) Pursuant to the Investor Class Plan, the Fund will pay The ▇▇▇▇▇▇▇ Co. on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of up to .75% of the average daily net assets of the Investor Shares of the Fund consisting of up to .50% as compensation for Investor Selling Services and .25% as compensation for Investor Administrative Services provided by The ▇▇▇▇▇▇▇ Co. to the Investor Shares pursuant to this Agreement. 1.6 (a) The ▇▇▇▇▇▇▇ Co. will be paid fees under the Institutional Class Plan to compensate The ▇▇▇▇▇▇▇ Co. or enable The ▇▇▇▇▇▇▇ Co. to compensate other persons, including any other distributor of the Institutional Shares or institutional stockholders of record of the Institutional Shares, including but not limited to retirement plans, broker-dealers, depository institutions, and other financial intermediaries ("Institutions"), who own Institutional Shares on behalf of their customers, clients or (in the case of retirement plans) participants ("Customers") and companies providing certain services to Customers (collectively with Institutions, "Service The ▇▇▇▇▇▇▇ Co. October 28, 1997 Page 4 (b) The annual fee paid to The ▇▇▇▇▇▇▇ Co. with respect to Institutional Selling Services will compensate The ▇▇▇▇▇▇▇ Co., or allow The ▇▇▇▇▇▇▇ Co. to compensate Service Organizations, to cover certain expenses primarily intended to result in the sale of the Institutional Shares, including, but not limited to: (i) costs of payments made to employees that engage in the distribution of the Institutional Shares; (ii) payments made to, and expenses of, persons who provide support services in connection with the distribution of the Institutional Shares, including, but not limited to, office space and equipment, telephone facilities, processing stockholder transactions and providing any other stockholder services not otherwise provided by the Fund's transfer agent; (iii) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (iv) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common the Institutional Shares; (v) costs involved in preparing, printing and distributing sales literature pertaining to the Fund, and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities (c) The annual fee paid to The ▇▇▇▇▇▇▇ Co. with respect to Institutional Administrative Services will compensate The ▇▇▇▇▇▇▇ Co., or allow The ▇▇▇▇▇▇▇ Co. to compensate Service Organizations, for personal service and/or the maintenance of Customer accounts, including but not limited to (i) responding to Customer inquiries, (ii) providing information on Customer investments, and (iii) providing other stockholder liaison services and for administrative and accounting services to Customers, including, but not limited to: (a) aggregating and processing purchase and redemption requests from Customers and placing net purchase and redemption orders with the Fund's distributor or transfer agent; (b) providing Customers with a service that invests the assets of their accounts in the Institutional Shares; (c) processing dividend payments from the Fund on behalf of Customers; (d) providing information periodically to Customers showing their positions in the Institutional Shares; (e) arranging for bank wires; (f) providing sub-accounting with respect to the Institutional Shares beneficially owned by Customers or the information to the Fund necessary for The ▇▇▇▇▇▇▇ Co. October 28, 1997 Page 5 (d) Pursuant to the Institutional Class Plan, the Fund will pay The ▇▇▇▇▇▇▇ Co. on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of up to .25% of the average daily net assets of the Institutional Shares of the Fund for Selling Services and Administrative Services provided by The ▇▇▇▇▇▇▇ Co. or any Service Organizations to the Institutional Shares pursuant to this Agreement. 1.7 The ▇▇▇▇▇▇▇ Co. acknowledges that, whenever in the judgment of the FundCorporation's officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those officers may decline to accept any orders for, or make any sales of, the Common Investor Shares or Advisor Institutional Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities The ▇▇▇▇▇▇▇ Co. will transmit any orders received by it for purchase or redemption of the Common Investor Shares and Advisor Institutional Shares to State Street Bank and Trust Company Fund/Plan Services, Inc. ("State StreetFund/Plan"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities The ▇▇▇▇▇▇▇ Co. is notified in writing. The Fund will promptly advise Counsellors Securities The ▇▇▇▇▇▇▇ Co. of the determination to cease accepting orders or selling Common Investor Shares or Advisor Institutional Shares or to recommence accepting orders or selling Common Investor Shares or Advisor Institutional Shares. The Fund (or its agent) will confirm orders for Common Investor Shares and Advisor Institutional Shares placed through Counsellors Securities The ▇▇▇▇▇▇▇ Co. upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities The ▇▇▇▇▇▇▇ Co. The ▇▇▇▇▇▇▇ Co. agrees to cause payment for Common Investor Shares and Advisor Institutional Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Investor Shares and Advisor Institutional Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Investor Shares and Advisor Institutional Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities The ▇▇▇▇▇▇▇ Co. will prepare and deliver reports to the Treasurer of the Fund Corporation on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Investor Class Plan and the Distribution Institutional Class Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors from time to time may reasonably request. 1.11 The ▇▇▇▇▇▇▇ Co. will create and maintain all records required of it pursuant to its duties hereunder in accordance with all applicable laws, rules and regulations, including records required by Section 31(a) of the 1940 Act. All such records will be the property of the Corporation and will be available upon request of the Corporation for inspection, copying and use by the Corporation and will be surrendered to the Corporation promptly upon demand of the Corporation. Where applicable, such records will be maintained by The ▇▇▇▇▇▇▇ Co. for the periods and in the places required by Rule 31a-2 under the 1940 Act. Upon termination of this Agreement, The ▇▇▇▇▇▇▇ Co. will promptly surrender all such records to the Corporation or such person as the Corporation may designate.

Services as Distributor. 1.1 Counsellors Securities The Distributor will act as agent for the distribution of Shares in accordance with any instructions of the Common Shares Trust's Board of Trustees and Advisor Shares covered by with the FundTrust's registration statement on Form N-1A, then in effect under the Securities Act of 1933, as amended (the "1933 Act"), and will transmit promptly any orders properly received by it for the Investment Company Act purchase or redemption of 1940Shares to the Trust or its transfer agent, as amended (or their designated agents. As used in this Agreement, the term "1940 Act") (the registration statement" shall mean any registration statement, specifically including, among other items, any then-current prospectus together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or related then-current statement of additional information, being referred filed with the SEC with respect to collectively in this Agreement as the "registration statement")Shares, and any amendments and supplements thereto which at any time shall have been filed. 1.2 Counsellors Securities The Distributor agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable appropriate in connection with such solicitation. The Distributor agrees to offer and sell Shares at the applicable public offering price or net asset value next determined after an order is received. The Trust understands that the Distributor may in the future be the distributor of shares of other investment company portfolios including portfolios having investment objectives similar to those of the Funds. The Trust further understands that existing and future investors in the Funds may invest in shares of such other portfolios. The Trust agrees that the Distributor's duties to such portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3 All The Distributor shall, at its own expense, finance such activities by Counsellors Securities as distributor 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. 1.4 The Trust shall be responsible for expenses relating to the execution of any and all documents and the furnishing of any and all information and otherwise taking, or causing to be taken, all actions that may be reasonably necessary in connection with the registration of Shares under the 1933 Act and the Trust under the 1940 Act and the qualification of Shares for sale under the so-called "blue sky" laws in such states as the Trust directs and in such states as the Distributor may recommend to the Trust which the Trust approves, and the Trust shall pay all fees and other expenses incurred in connection with such registration and qualification. The Trust shall be also responsible for the preparation, printing, and distribution of prospectuses and statements of additional information to shareholders and the direct expenses of the Common Shares issue of Shares. 1.5 The Distributor shall be responsible for preparing, reviewing, and Advisor Shares providing advice on all sales literature (such as, advertisements, brochures, and shareholder communications) with respect to each of the Funds and shall file, or cause to be filed, with the NASD or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations in compliance with such laws and regulations. 1.6 In connection with all matters relating to this Agreement, the Trust and the Distributor agree to comply with all applicable laws, rules rules, and regulations, including, without limitation, all rules and regulations made or adopted by pursuant to the Securities 1933 Act, the 1934 Act, the 1940 Act, the regulations of the NASD, and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934all other applicable federal and state laws, as amended. 1.4 Counsellors Securities rules, and regulations. The Distributor agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performanceTrust with such certifications, (b) provide prospectuses of other funds advised by Warburgreports, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with information as the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, Trust may reasonably request from time to timetime to assist it in complying with, deem advisableand monitoring for compliance with, such laws, rules, and regulations. 1.6 Counsellors Securities acknowledges that, whenever 1.7 Whenever in the their judgment of the Fund's officers such action is warranted for any reason, including, without limitation, by unusual market, economic economic, or political conditions, those or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on its own behalf 1.8 The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Funds and Shares as principal should it choose to enter into selling agreements with selected dealers or others.the Distributor may reasonably request and the Trust warrants that such information shall be true and correct. Without limiting the foregoing, the Trust shall also furnish the Distributor upon request with: 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption (a) audited annual and unaudited semi-annual statements of the Common Shares Trust's books and Advisor Shares accounts with respect to State Street Bank and Trust Company ("State Street"), the each Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant (b) from time to time such additional information regarding the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions Funds' financial condition as to book entries to be delivered promptly to the Fund (or its agent)Distributor may reasonably request. 1.9 The outstanding Common Shares and Advisor Shares are subject Trust may from time to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the time adopt one or more distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund plans pursuant to Rule 12b-1 and under the purposes therefor1940 Act. As compensation for services rendered hereunder, the Distributor shall be entitled to receive from the Trust the payments set forth on Schedule II attached hereto, as well as any supplemental reports as the Directors same may be amended from time to time by agreement of the parties. Distributor, from time to time, may assign to any third party all or any portion of amounts payable to the Distributor under this Agreement. 1.10 The Distributor shall prepare reports for the Board of Trustees of the Trust regarding its activities under this Agreement as from time to time shall be reasonably requestrequested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any. 1.11 The Distributor is authorized to enter into written agreements with banks, broker/dealers, and other financial institutions (collectively, "Intermediaries"), based on such form(s) of sales support agreements as may be approved by the Board of Trustees from time to time. The Distributor also may enter into such agreements based on such additional forms of agreement as it deems appropriate; provided, however, that the Distributor determines that the Trust's responsibility or liability to any person under, or on account of any acts or statements of any such selling agent under, any such sales support agreement does not exceed its responsibility or liability under the form(s) approved by the Board of Trustees; and provided further that the Distributor determines that the overall terms of any such sales support agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Board of Trustees. In entering into and performing such agreements, the Distributor shall act as principal and not as agent for the Trust or any Fund. Upon the failure of any Intermediary to pay for any order for the purchase of Shares in accordance with the terms of the Fund's prospectus, the Fund shall have the right to cancel the sale of such Shares, and thereupon the Distributor shall be responsible for any loss sustained as a result thereof.

Services as Distributor. 1.1 Counsellors Securities 1.1. Distributor will act as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, and prospectuses of the Trust then in effect under the Securities Act of 1933, as amended (“Securities Act”). As used in this Agreement, the "1933 Act"term “registration statement” shall mean Parts A (the prospectuses), and the Investment Company Act of 1940, as amended B (the "1940 Act"Statement of Additional Information) (and C of each registration statement that is filed on Form N-1A, or any successor thereto, with the registration statementCommission, together with any amendments thereto. The term “prospectus” shall mean each form of prospectus and Statement of Additional Information used by the prospectuses (Funds for delivery to shareholders and prospective shareholders after the "prospectus") and statement of additional information (the "statement of additional information") included as part effective dates of the above referenced registration statementstatements, together with any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement")thereto. 1.2 Counsellors Securities 1.2. Distributor agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Trust understands that Distributor may presently and in the future be the distributor of the shares of several investment companies or series (together, “Companies”) including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that Distributor’s duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. Distributor may 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 personnel, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. 1.3 All activities by Counsellors Securities 1.3. In its capacity as distributor of the Common Shares Shares, all activities of Distributor and Advisor Shares its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, all rules and regulations made or adopted promulgated by the Securities Commission thereunder and Exchange Commission (the "SEC") or all rules and regulations adopted by any securities association registered under the Securities Exchange Act of 19341934 (“Exchange Act”). Distributor may, without further consent on the part of the Trust, subcontract for the performance of any services hereof with any affiliated or unaffiliated entity that is duly registered as amendeda broker or dealer pursuant to Section 15 of the Exchange Act, provided, however, that Distributor shall be fully responsible to the Trust for the acts and omissions of any party with whom it contracts. 1.4 Counsellors Securities agrees 1.4. Distributor will transmit any orders received by it for purchase or redemption of the Shares to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund transfer agent and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising custodian for the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requestsFunds. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement1.5. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth Whenever in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the their judgment of the Fund's officers such action is warranted for any reason, including, without limitation, by unusual market, economic or political conditions, those or by abnormal circumstances of any kind, the Trust’s officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities 1.6. Distributor will act only on its own behalf as principal should if it choose chooses to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit 1.7. The Trust agrees at its own expense to execute any orders received by it for purchase or redemption and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified for sale in writingsuch states as Distributor may designate. 1.8. The Fund will promptly advise Counsellors Securities Trust shall furnish from time to time, for use in connection with the sale of the determination Shares, such information with respect to cease accepting orders the Funds and the Shares as Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or selling Common Shares represent what they purport to show or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Sharesrepresent. The Fund Trust shall also furnish Distributor upon request with: (or its agenta) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order unaudited semi-annual statements of the SEC, Funds’ books and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted accounts prepared by the Fund pursuant to Rule 12b-1 Trust and the purposes therefor, as well as any supplemental reports as the Directors (b) from time to time such additional information regarding the financial condition of the Funds as Distributor may reasonably request. 1.9. The Trust represents to Distributor that, with respect to the Shares, all registration statements and prospectuses filed by the Trust with the Commission under the Securities Act have been prepared in conformity with requirements of said Act and rules and regulations of the Commission thereunder. The registration statement and prospectuses contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission and all statements of fact contained in any such registration statement and prospectuses are true and correct. Furthermore, neither any registration statement nor any prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. 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 directors, officers 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 reasonable counsel fees incurred in connection therewith) which Distributor, its directors, officers 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 (i) any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus, (ii) any omission, or alleged omission, to state a material fact, required to be stated in either any registration statement or any prospectus, or necessary to make the statements in either thereof not misleading, or (iii) any Trust advertisement or sales literature that is not in compliance with applicable laws, rules or regulations (including, but not limited to the Conduct Rules of the National Association of Securities Dealers, Inc.); provided, however, that the Trust’s agreement to indemnify Distributor, its directors, officers 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, advertisement or sales literature and in such financial and other statements as are furnished in writing to the Trust by Distributor and used in the answers to the registration statement or in the corresponding statements made in the prospectus, advertisement or sales literature, 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. The Trust’s agreement to indemnify Distributor, its directors, officers and employees and any such controlling person, as aforesaid, is expressly conditioned upon the Trust being notified of any action brought against Distributor, its officers or employees, or any such controlling person, such notification to be given by letter or by facsimile addressed to the Trust at its principal office in New York, New York and sent to the Trust by the person against whom such action is brought, within 10 business 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 to 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. Such counsel shall consult with Distributor and give Distributor the opportunity to review any documents prepared by such counsel prior to filing the same with the court. 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 does not approve of counsel chosen by the Trust, the Trust will reimburse Distributor, its directors, officers 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 shall not, without the written consent of Distributor, consent to entry of any judgment or enter into any settlement. Any judgment or settlement shall include as an unconditional term the giving by the claimant or plaintiff to Distributor and its directors, officers and employees, or any such controlling person, of a release from all liability in respect to such claim or litigation. 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 directors, officers and employees, or any controlling person, and shall survive the delivery of any Shares and the termination of this Agreement. This Agreement of indemnity will inure exclusively to Distributor’s benefit, to the benefit of its several directors, officers and employees, and their respective estates, and to the benefit of the controlling persons and their successors. The Trust agrees promptly to notify Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees in connection with the issue and sale 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 reasonable 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 prospectuses, 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 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 facsimile addressed to Distributor at its principal office in Columbus, Ohio, and sent to Distributor by the person against whom such action is brought, within 10 business 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 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 offered by either Distributor or 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 so long as a current prospectus as required by Section 10(b)(2) of said Act is not on file with the Commission; provided, however, that nothing contained in this paragraph 1.12 shall in any way restrict or have an application to or bearing upon the Trust’s obligation to repurchase Shares from any Shareholder in accordance with the provisions of the Trust’s prospectuses, 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 prospectuses then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and (d) of all actions of the Commission with respect to any amendment to any registration statement or prospectuses 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. The Trust and Distributor acknowledge and agree on behalf of themselves and their directors, tr

Services as Distributor. 1.1 Counsellors Securities (a) Distributor will act as agent for the distribution principal underwriter of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, 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 Investment Company Act of 1940, as amended following services: (the "1940 Act"i) (the registration statement, together obtain and maintain membership with the prospectuses NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV; and (the "prospectus"ii) and statement of additional information (the "statement of additional information") included as part enable expedited registration of the registration statement, any amendments 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 registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively services set forth in this Agreement as 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 blue sky registration statement")or qualification in the various states or jurisdictions in which Shares of the Trust may be sold. 1.2 Counsellors Securities agrees (b) It is agreed by the parties that the Distributor’s services under this Agreement are administrative in nature, none of the Distributor’s activities under this Agreement are primarily intended to use appropriate efforts to solicit orders for result in the sale of the Common Shares Shares, and Advisor Shares at such prices and on the terms and conditions set forth Distributor will not engage in any activities primarily intended to result in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. 1.3 All activities by Counsellors Securities as distributor sale of the Common Shares and Advisor Shares shall comply with all applicable lawsShares, rules and regulations, including, including without limitation: advertising, all rules compensation of underwriters, dealers and regulations made or adopted by sales personnel, printing and mailing of prospectuses to other than current Shareholders, and printing and mailing of sales literature. Distributor is, however, authorized, at the Securities direction of the Trust, to offer and Exchange Commission (redeem shares on behalf of the "SEC") or by Trust, and the Trust acknowledges that it will honor any securities association registered under instruction that Distributor enters into Fund/SERV on its behalf. The Trust represents and warrants as of the Securities Exchange Act date of 1934, this Agreement and as amended. 1.4 Counsellors Securities agrees to of the date of each renewal of this Agreement that: (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses Trust has adopted a plan of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to distribution under Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 a “Distribution Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"”), but the Distribution Plan is not operational; (b) ongoing servicing and/or maintenance no Shares of any Fund are subject to a sales load or subject to the accounts imposition of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or a distribution fee; and (c) sub-transfer agency services, subaccounting services the Trust will not enter into or administrative services with respect to renew this Agreement unless the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation Board of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution Trustees of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports Trust has determined that none of the Fund services the Distributor is expected to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares provide under this Agreement are services that the Fund may, Trust is prohibited from time financing other than pursuant to time, deem advisablea Distribution Plan. 1.6 Counsellors Securities acknowledges that, whenever (c) As used in the judgment of the Fund's officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan term “registration statement” shall mean Parts A (the prospectus), B (the Statement of Additional Information) and C of each registration statement that is filed on Form N-1A, or any successor thereto, with the Distribution Plan adopted Commission, together with any amendments thereto. The term “prospectus” shall mean each form of prospectus and Statement of Additional Information used by the Fund pursuant Funds for delivery to Rule 12b-1 shareholders and prospective shareholders after the purposes thereforeffective dates of the above-referenced registration statements, as well as together with any supplemental reports as the Directors from time to time may reasonably requestamendments and supplements thereto.

Services as Distributor. 1.1 Counsellors Securities will act The Distributor, as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1ATrust, under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement"). 1.2 Counsellors Securities agrees to use appropriate efforts to promote each Fund and to solicit orders for the sale purchase of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The services to be performed hereunder by the Distributor are described in more detail in Section 7 hereof. The Distributor may obtain marketing support, including financing for commissions advanced to dealers, 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 Evergreen Investment Services, Inc. ("EIS") (which was formerly known as Evergreen Keystone Investment Services Company and prior to that was known as Keystone Investment Distributors Company), as marketing services agent (as amended and supplemented 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 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 behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as to such Fund or Funds. 1.3 All activities by Counsellors Securities the Distributor and its agents and employees as the distributor of the Common Shares and Advisor Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the "SECCommission") or by any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the "1934 Act"). 1.4 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning In selling the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common 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 "12b-1 PlanRegistration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and in any sales literature specifically approved by the Distribution Plan (with respect Trust. 1.5 The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to Advisor Sharesinvestors 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 "Distribution PlanNASD"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan such requirements may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisabletime exist. 1.6 Counsellors Securities acknowledges that, whenever 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 in the their judgment of the Fund's officers such action is warranted for any reason, including, without limitation, by unusual market, economic or political conditions, those or by abnormal circumstances of any kind, the Trust's officers may decline to accept any orders for, for or make any sales of, the Common Shares or Advisor of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities 1.8 The Distributor will act only on its own behalf as principal should if it choose chooses to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption . The Distributor shall offer and sell Shares only to such selected dealers as are members, in good standing, of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), NASD or are exempt from registration as a broker-dealer under the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent)1934 Act. 1.9 The outstanding Common Shares and Advisor Dis▇▇▇▇▇▇▇▇ agrees to adopt compliance standards, in a form satisfactory to the Trust, governing the operation of the multiple class distribution system under which Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectusoffered. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors from time to time may reasonably request.

Services as Distributor. 1.1 Counsellors Securities Fairfield will act as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, 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") (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement"). 1.2 Counsellors Securities Fairfield agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Fund understands that Fairfield is the distributor, and may in the future be the distributor, of the shares of several investment companies ("Companies") including Companies having investment objectives similar to those of the Fund. The Fund further understands that investors and potential investors in the Fund may invest in shares of such other Companies. The Fund agrees that Fairfield's duties to such Companies shall not be deemed in conflict with its duties to the Fund under this paragraph 1.2. Fairfield shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Common 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; provided, however, that Fairfield agrees that it shall furnish to the Fund's investment adviser, prior to any use or distribution thereof, copies of all prospectuses, statements of additional information, proxy statements, reports to shareholders, sales literature, advertisements, and other material prepared for distribution to shareholders of the Fund or to the public, which in any way refer to or describe the investment adviser or which include any tradenames, trademarks, or logos of the investment adviser or any affiliate of the investment adviser. Fairfield further agrees that it shall not use or distribute any such material if the investment adviser reasonably objects in writing to such use or distribution within ten business days after the date such material is furnished to it. 1.3 All activities by Counsellors Securities Fairfield and its agents and employees as distributor of the Common Shares and Advisor Shares shall comply with all applicable laws, rules rules, and regulations, including, without limitation, all rules and regulations made or adopted by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended. 1.4 Counsellors Securities agrees to (a) Fairfield will provide one or more persons persons, during normal business hours hours, to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requestsFund. 1.5 Pursuant to the 12b-1 Plan, the Fund Fairfield will pay Counsellors Securities on the first business day of each quarter a fee transmit any orders received by it for the previous quarter calculated at an annual rate of .25% of the average daily net assets purchase or redemption of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-Fund's transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" agent and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisablecustodian. 1.6 Counsellors Securities acknowledges that, whenever Whenever in the their judgment of the Fund's officers such action is warranted for any reason, including, without limitation, by unusual market, economic economic, or political conditions, those or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities Fairfield will act only on its own behalf as principal should if it choose chooses to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit The Fund agrees at its own expense to execute any orders received by it for purchase or redemption and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Common Shares for sale in such states as Fairfield may designate. 1.9 The Fund shall furnish from time to time, for use in connection with the sale of the Common Shares, such information with respect to the Fund and Advisor the Common Shares as Fairfield may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to State Street Bank and Trust Company show or represent. The Fund shall also furnish Fairfield upon request with: ("State Street"), a) unaudited semiannual statements of the Fund's transfer books and dividend disbursing agentaccounts prepared by the Fund, or its successor (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in each Portfolio of the Fund, (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 Fairfield may reasonably request. 1.10 The Fund represents to Fairfield that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the Common Shares have been carefully prepared in conformity with the requirements of said 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 filed with the Securities and Exchange Commission and any amendments and supplements thereto which Counsellors Securities is notified in writingat any time shall have been filed with the same Commission. The Fund represents and warrants to Fairfield that any registration statement and prospectus, when such registration statement becomes effective, will promptly advise Counsellors Securities contain all statements required to be stated therein in conformity with said Act 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 to a purchaser of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant may but shall not be obligated to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be 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 Fairfield to do so, Fairfield may, at its option, terminate this agreement. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving Fairfield reasonable notice thereof in advance; 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 reasonably requestdeem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. 1.1 Counsellors Securities will act SSGM agrees to serve as agent of the Company for the distribution of the Common Company’s Shares of all series and Advisor Shares covered by classes. The Company grants to SSGM exclusive authority to distribute the Fund's registration statement on Form N-1A, under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement"). 1.2 Counsellors Securities Shares. SSGM agrees to use appropriate efforts to solicit orders for the sale of the Common Shares such shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will to undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. SSGM agrees to offer and sell the Shares at the applicable public offering price or net asset value as set forth in the Company’s Registration Statement. 1.3 All activities by Counsellors Securities as distributor of 1.2 In distributing the Common Shares and Advisor Shares Shares, SSGM shall comply with all applicable laws, rules rules, and regulations, including, without limitation, the 1940 Act, 1933 Act and 1934 Act, and all rules and regulations adopted thereunder, as well as all rules of FINRA. Likewise, in distributing Shares, SSGM shall comply with the terms of the Participation Agreement in effect among it, the Company and the Insurer to which it is offering or selling Shares. 1.3 SSGM agrees to devote reasonable time and effort to solicit sales of the Shares, but will not be obligated to sell any specific number of Shares. The services of SSGM to the Company under this Agreement are not exclusive and nothing contained herein shall prevent SSGM from serving as distributor of securities of other issuers, including shares of other investment companies, as long as such service to such other issuers does not impair SSGM’s obligations under this Agreement. 1.4 The Funds shown on Schedule A may, up to the limits of the appropriate Distribution and Service Plan, compensate SSGM for all or a part of the activities described in this Section 1. No provision of this Agreement shall be interpreted to prohibit: • a Fund to pay SSGM, • SSGM to pay principal underwriters of Contracts and Policies, or • SSGM or the Company to pay broker-dealers selling Contracts or Policies, or other broker-dealers or financial intermediaries, that participate in activities primarily intended to promote the sale of Shares, where such payments are made or pursuant to a Distribution and Service Plan adopted by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act Company on behalf of 1934, as amended. 1.4 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant Act. SSGM shall prepare reports to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day Company’s Board of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund Directors regarding its activities under this Agreement as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund mayshall, from time to time, deem advisablebe reasonably requested by the Board, including reports about the use of Distribution and Service Plan payments, if any. 1.5 Consistent with the foregoing, SSGM may retain any “front-end” sales charge imposed in the future on a class of Shares (and re-allow a portion thereof) or any contingent deferred sales charge imposed on the redemption of fund shares as specified in the Registration Statement. 1.6 Counsellors Securities acknowledges thatIn furtherance of its duties under this Agreement, whenever in SSGM shall become a party to each Participation Agreement on terms reasonably acceptable to SSGM. In furtherance of its duties under this Agreement, SSGM may enter into agreements with the judgment principal underwriters of Contracts and Policies pursuant to which such principal underwriters will promote the indirect sale of Class 3 Shares of the Fund's officers Funds shown on Schedule A, by promoting such action is warranted for any reasonFund as an investment option under the Contracts and Policies. Agreements with the principal underwriters of Contracts and Policies shall conform, in substance, to a form approved by the Company and provide that such underwriters shall carry out their duties under such agreements in compliance with: • all applicable laws, rules, and regulations, including, without limitation, • the 1940 Act, • 1933 Act, • 1934 Act, • all rules and regulations adopted thereunder, and • all rules of FINRA • the Registration Statement, and • the terms of the applicable Participation Agreement. 1.7 Subject to the terms of the applicable Participation Agreement, whenever in their judgment such action is warranted by unusual market, economic or political or, political, conditions, those the Company’s officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor of Shares until such time as those such officers deem consider it advisable for the Company to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on . The Company agrees to promptly advise SSGM of its own behalf as principal should it choose determination to enter into selling agreements with selected dealers or othersrecommence offers and sales of Shares. The Company’s transfer agent shall record Share transactions in “book-entry” form and maintain such records. 1.8 Counsellors Securities will transmit any orders received by SSGM agrees that it for purchase or redemption of is a principal underwriter to the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), as identified in Rule 38a-1 under the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, 1940 Act and will make appropriate book entries pursuant provide to the instructions Company the information required of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to it under the Fund (or its agent)Rule. 1.9 The outstanding Common Shares SSGM represents and Advisor Shares are subject to redemption as set forth warrants that it: (a) has adopted an anti-money laundering compliance program that satisfies the requirements of all applicable laws and regulations, (b) will notify the Company promptly if an inspection by the appropriate regulatory authorities or an internal examination or audit identifies any material deficiency in the prospectus. The price to be paid to redeem the Common Shares this program, and Advisor Shares (c) will be determined as set forth in the prospectuspromptly remedy any such deficiency. 1.10 Counsellors Securities will prepare The Company agrees, at its own expense, to execute any and deliver reports all documents, furnish any and all information, and to take any other actions, that may be reasonably necessary in connection with registering the Shares under the 1933 Act to the Treasurer extent necessary to have available for sale the number of Shares as may reasonably be expected to be purchased. Likewise, the Company will bear all costs and expenses, including fees and disbursements of its counsel and independent accountants, in connection with the preparation and filing of the Fund on a regular, at least quarterly, basis, showing Registration Statement (including prospectuses contained therein) under the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan 1933 Act and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors from time to time may reasonably request▇▇▇▇ ▇▇▇.

Services as Distributor. 1.1 Counsellors Securities will act as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement"). 1.2 Counsellors Securities agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. 1.3 All activities by Counsellors Securities as distributor of the Common Shares and Advisor Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended. 1.4 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ CounsellorsWarburg Pincus Asset Management, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, including, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan and the Distribution Plan (each a "Plan" and together the "Plans"), the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares and Advisor Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the and Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 a Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares and Advisor Shares, as set forth in the 12b-1 Plan Plans ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares and Advisor Shares, as set forth in the 12b-1 Plan Plans ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares and Advisor Shares, as set forth in the 12b-1 Plan Plans ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares and Advisor Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares and Advisor Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable., 1.6 Counsellors Securities acknowledges that, whenever in the judgment of the Fund's officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors from time to time may reasonably request.purposes

Services as Distributor. 1.1 Counsellors Securities The Distributor agrees to devote reasonable time and effort to solicit orders for the sale of shares of the Trust and to undertake advertising and promotion that it believes reasonable in connection with the solicitation but will not be obligated to sell any specific number of shares. 1.2 The Distributor will act as agent for the distribution of shares of the Common Shares Trust covered by, and Advisor Shares covered by in accordance with, the Fund's registration statement Trust’s Registration Statement on Form N-1A, N-1A then in effect under the Securities Act of 1933, as amended (the "1933 “Securities Act"”), and the Investment Company Act of 1940, as amended (the "1940 Act") (the registration statementRegistration Statement on Form N-1A, together with the prospectuses (the "prospectus"“Prospectuses”) and statement of additional information (the "statement of additional information"“Statement”) included as part of the registration statementRegistration Statement on Form N-1A, any amendments to the registration statementRegistration Statement on Form N-1A, and any supplements to, or material incorporated by reference into the prospectus Prospectuses or statement of additional informationStatement, being referred to collectively in this Agreement as the "registration statement")“Registration Statement. 1.2 Counsellors Securities agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation.” 1.3 All activities by Counsellors Securities the Distributor as distributor of shares of the Common Shares and Advisor Shares shall Trust will comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act or the Investment Company Act of 1940, as amended (the “1940 Act”), by the Securities and Exchange Commission (the "SEC"“Commission”) or by any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”). 1.4 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% The public offering price of the average daily net assets shares of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the judgment of the Fund's officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be the net asset value determined as set forth in the prospectusRegistration Statement, plus any applicable sales charge. 1.10 Counsellors Securities (b) The Distributor will prepare have the right to enter into selected dealer or selling agreements with respect to shares of the Trust, and deliver reports in so doing the Distributor will act as agent for the Trust and as principal only on its own behalf. 1.5 The Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Treasurer Trust. 1.6 The Trust agrees, at its own expense, to execute any and all documents, to furnish any and all information, and to take any other actions, that may be reasonably necessary in connection with (a) registering shares under the Securities Act to the extent necessary to have available for sale the number of shares as may reasonably be expected to be purchased and (b) the qualification and maintenance of the Fund on qualification of shares of the Trust for sale in such states as the Distributor may designate, except that the Trust will not be obligated to execute a regulargeneral consent to service of process in any state. The Trust shall keep the Distributor informed of the jurisdictions in which shares of the Trust are authorized for sale and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of shares in unauthorized jurisdictions where the Distributor had no information from the Trust that such sale of shares was unauthorized at the time of such sale of shares. 1.7 The Trust will furnish the Distributor from time to time, for use in connection with the sale of shares of the Trust, such information with respect to the Trust and its shares as the Distributor may reasonably request, all of which information must be signed by one or more of the Trust’s duly authorized officers; and the Trust warrants that the statements contained in any such information, when so signed by the Trust’s officers, will be true and correct. The Trust will also furnish the Distributor upon request with: (a) financial statements of the Trust or any series of the Trust audited at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted annually by independent public accountants regularly retained by the Fund pursuant Trust, (b) quarterly earnings statements of the Trust or any series of the Trust prepared by the Trust, (c) a monthly itemized list of the securities in the portfolio of the Trust or any series of the Trust, (d) monthly balance sheets with respect to Rule 12b-1 the Trust or any series of the Trust as soon as practicable after the end of each month and the purposes therefor, as well as any supplemental reports as the Directors (e) from time to time any additional information regarding the financial condition of the Trust or any series of the Trust as the Distributor may reasonably request. 1.8 The Trust represents to the Distributor that the Registration Statement filed by the Trust with the Commission under the Securities Act has been carefully prepared in conformity with the requirements of the Securities Act and the 1940 Act and the respective rules and regulations of the Commission thereunder. The Trust represents and warrants to the Distributor that the Registration Statement, upon its becoming effective, will contain all statements required to be stated therein in conformity with the Securities Act and the rules and regulations of the Commission; that all statements of fact contained in the Registration Statement will be true and correct when the Registration Statement becomes effective; and that the Registration Statement, upon its becoming effective, will not 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 Trust may, but will not be obligated to, propose from time to time such amendment or amendments to the Registration Statement and such supplement or supplements to the Prospectuses as may, in the Trust’s judgment, be necessary or advisable. If the Trust does not propose an amendment or amendments or supplement or supplements within 15 days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement in accordance with the requirements of Section 2 of this Agreement or decline to make offers of the Trust’s securities until the amendments are made. The Trust will not file any amendment to the Registration Statement or supplement to the Prospectuses without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement will in any way limit the Trust’s right to file at any time such amendments to the Registration Statement or supplements to the Prospectuses, of whatever character, as the Trust may deem advisable, this right being in all respects absolute and unconditional. (a) The Trust authorizes the Distributor to use any prospectuses with respect to the Trust or series of the Trust in the forms furnished to the Distributor from time to time in connection with the sale of Trust shares and agrees to furnish such quantities of the prospectuses as the Distributor may reasonably request. The Distributor will devote reasonable time and effort to effect sales of Trust shares, but will not be obligated to sell any specific number of shares. The services of the Distributor under this Agreement are not to be deemed exclusive and nothing contained in this Agreement should be deemed to prevent the Distributor from entering into distribution arrangements with other investment companies so long as the performance of its obligations under this Agreement is not impaired by the Distributor’s doing so. (b) In selling the shares of the Trust, the Trust and the Distributor will use their best efforts in all respects duly to conform with the requirements of all federal and state laws and regulations of the Financial Industry Regulatory Authority (“FINRA”) relating to the sale of the shares. Neither the Distributor nor any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Registration Statement or in any Prospectus or any supplement thereto or in any sales literature specifically approved by the Trust. (c) The Distributor represents to the Trust that the Distributor is a broker-dealer registered with the Commission under the Exchange Act, is a member of FINRA, and is registered or licensed under the laws of all jurisdictions in which its activities require it to be so registered or licensed. The Distributor shall maintain such registration or license in effect at all times during the term of this Agreement and will immediately notify the Trust of the occurrence of any event that would disqualify the Distributor from serving as the distributor of shares of the Funds by operation of Section 9(a) of the 1940 Act or otherwise. (d) The Distributor represents and warrants that it: (i) has adopted an anti-money laundering compliance program that satisfies the requirements of all applicable laws and regulations, (ii) will notify the Trust promptly if an inspection by the appropriate regulatory authorities or an internal examination or audit identifies any material deficiency in this program, and (iii) will promptly remedy any such deficiency. (a) The Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or trustees in connection with the issuance and sale of any shares of the Trust. (b) The Trust agrees to indemnify and hold the Distributor, its several officers and directors, and any person who controls the 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 those claims, demands or liabilities and any counsel fees incurred in connection with them) that the Distributor, its officers and directors, or the 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 the Registration Statement or the Prospectuses or any sales literature or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either the Registration Statement or Prospectuses or sales literature or necessary to make the statements in any of them not misleading; provided, however, that the Trust’s agreement to indemnify the Distributor, its officers and directors, and the controlling person will not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement in, or omission or alleged omission from the Registration Statement or Prospectuses or sales literature made in reliance upon and in conformity with written information furnished to the Trust by the Distributor specifically for use in the preparation of the Registration Statement. (c) Any person seeking indemnity under this Section 1.11 shall notify the Trust in writing within a reasonable period after the summons or other first legal process is served. The failure to notify the Trust in this manner of any such action will not relieve the Trust from any liability under this Section 1.11 that the Trust may have to the person against whom the action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, except to the extent the defense of the claim in question is materially prejudiced by such failure, and shall not relieve the Trust of any liability otherwise than on account of the Trust’s indemnity agreement contained in this Section 1.11. (d) The Trust will be entitled to assume the defense of any suit brought to enforce any claim, demand or liability contemplated by this Section 1.11, but, in such case, the defense will be conducted by counsel of good standing chosen by the Trust and approved by the Distributor (who will not, except with the consent of the Distributor, be counsel to the Trust). In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the defendant or defendants in the suit will 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 the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the Distributor, its officers and directors, or the controlling person or persons named as defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by the Distributor or them. (e) The Trust’s indemnification agreement contained in this Section 1.11 and the Trust’s representations and warranties in this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors, or any controlling person, and will survive the delivery of any shares of the Trust. The Trust’s agreement of indemnity will inure exclusively to the Distributor’s benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors, except that the Trust will not be obligated to indemnify any entity or person pursuant to this Section 1.11 against any liability to which the Distributor, its officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement. (a) The Distributor agrees to indemnify and hold the Trust, its several officers and trustees, and any person, if any, 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 cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) that the Trust, its officers or trustees, or the controlling person, may incur under the Securities Act, or under common law or otherwise, but only to the extent that the liability or expense incurred by the Trust, its officers or trustees, or the controlling person resulting from the claims or demands arise out of or are based upon any untrue, or alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to the Trust specifically for use in the Registration Statement and used in the Trust’s answers to any of the items of the Registration Statement or in the corresponding statements made in the Prospectuses or sales literature, or arise out of or are based upon any failure or alleged failure to state a material fact in connection with the information furnished in writing by the Distributor to the Trust or necessary to make the information not misleading. (b) Any person seeking indemnity under this Section 1.11 shall notify the the Distributor in writing within a reasonable period after the summons or other first legal process is served. The failure to notify the Distributor of any such action will not relieve the Distributor from any liability under this Section 1.12 that the Distributor may have to the Trust, its officers or trustees, or to the controlling person except to the extent the defense of the claim in question is materially prejudiced by such failure, and shall not relieve it of any liability otherwise than on account of the Distributor’s indemnity agreement contained in this Section 1.12. (c) The Distributor will be entitled to assume the defense of any suit brought to enforce any claim, demand or liability contemplated by this Section 1.12, but, in such case, the defense will be conducted by counsel of good standing chosen by the Distributor and approved by the Trust (who will not, except with the consent of the Trust, be counsel to the Distributor). In the event the Distributor elects to assume the defense of any such suit and retain counsel of good standing approved by the Trust, the defendant or defendants in the suit will bear the fees and expenses of any additional counsel retained by any of them; but in case the Distributor does not elect to assume the defense of any such suit, or in case the Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the Trust, its officers and directors, or the controlling person or persons named as defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by

Services as Distributor. 1.1 Counsellors Securities SSGM agrees to devote reasonable time and effort to solicit orders for the sale of shares of the Trust and to undertake advertising and promotion that it believes reasonable in connection with the solicitation but will not be obligated to sell any specific number of shares. 1.2 SSGM will act as agent for the distribution of shares of the Common Shares Trust covered by, and Advisor Shares covered by in accordance with, the Fund's registration statement Trust’s Registration Statement on Form N-1A, N-1A then in effect under the Securities Act of 1933, as amended (the "1933 “Securities Act"”), and the Investment Company Act of 1940, as amended (the "1940 Act") (the registration statementRegistration Statement on Form N-1A, together with the prospectuses (the "prospectus"“Prospectuses”) and statement of additional information (the "statement of additional information"“Statement”) included as part of the registration statementRegistration Statement on Form N-1A, any amendments to the registration statementRegistration Statement on Form N-1A, and any supplements to, or material incorporated by reference into the prospectus Prospectuses or statement of additional informationStatement, being referred to collectively in this Agreement as the "registration statement")“Registration Statement. 1.2 Counsellors Securities agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation.” 1.3 All activities by Counsellors Securities SSGM as distributor of shares of the Common Shares and Advisor Shares shall Trust will comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act or the Investment Company Act of 1940, as amended (the “1940 Act”), by the Securities and Exchange Commission (the "SEC"“Commission”) or by any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”). 1.4 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% The public offering price of the average daily net assets shares of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the judgment of the Fund's officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be the net asset value determined as set forth in the prospectusRegistration Statement, plus any applicable sales charge. 1.10 Counsellors Securities (b) SSGM will prepare have the right to enter into selected dealer or selling agreements with respect to shares of the Trust, and deliver reports in so doing SSGM will act as agent for the Trust and as principal only on its own behalf. 1.5 SSGM will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Treasurer Trust. 1.6 The Trust agrees, at its own expense, to execute any and all documents, to furnish any and all information, and to take any other actions, that may be reasonably necessary in connection with (a) registering shares under the Securities Act to the extent necessary to have available for sale the number of shares as may reasonably be expected to be purchased and (b) the qualification and maintenance of the Fund on qualification of shares of the Trust for sale in such states as SSGM may designate, except that the Trust will not be obligated to execute a regulargeneral consent to service of process in any state. The Trust shall keep SSGM informed of the jurisdictions in which shares of the Trust are authorized for sale and shall promptly notify SSGM of any change in this information. SSGM shall not be liable for damages resulting from the sale of shares in unauthorized jurisdictions where SSGM had no information from the Trust that such sale of shares was unauthorized at the time of such sale of shares. 1.7 The Trust will furnish SSGM from time to time, for use in connection with the sale of shares of the Trust, such information with respect to the Trust and its shares as SSGM may reasonably request, all of which information must be signed by one or more of the Trust’s duly authorized officers; and the Trust warrants that the statements contained in any such information, when so signed by the Trust’s officers, will be true and correct. The Trust will also furnish SSGM upon request with: (a) financial statements of the Trust or any series of the Trust audited at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted annually by independent public accountants regularly retained by the Fund pursuant Trust, (b) quarterly earnings statements of the Trust or any series of the Trust prepared by the Trust, (c) a monthly itemized list of the securities in the portfolio of the Trust or any series of the Trust, (d) monthly balance sheets with respect to Rule 12b-1 the Trust or any series of the Trust as soon as practicable after the end of each month and the purposes therefor, as well as any supplemental reports as the Directors (e) from time to time any additional information regarding the financial condition of the Trust or any series of the Trust as SSGM may reasonably request. 1.8 The Trust represents to SSGM that the Registration Statement filed by the Trust with the Commission under the Securities Act has been carefully prepared in conformity with the requirements of the Securities Act and the 1940 Act and the respective rules and regulations of the Commission thereunder. The Trust represents and warrants to SSGM that the Registration Statement, upon its becoming effective, will contain all statements required to be stated therein in conformity with the Securities Act and the rules and regulations of the Commission; that all statements of fact contained in the Registration Statement will be true and correct when the Registration Statement becomes effective; and that the Registration Statement, upon its becoming effective, will not 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 Trust may, but will not be obligated to, propose from time to time such amendment or amendments to the Registration Statement and such supplement or supplements to the Prospectuses as may, in the Trust’s judgment, be necessary or advisable. If the Trust does not propose an amendment or amendments or supplement or supplements within 15 days after receipt by the Trust of a written request from SSGM to do so, SSGM may, at its option, terminate this Agreement in accordance with the requirements of Section 2 of this Agreement or decline to make offers of the Trust’s securities until the amendments are made. The Trust will not file any amendment to the Registration Statement or supplement to the Prospectuses without giving SSGM reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement will in any way limit the Trust’s right to file at any time such amendments to the Registration Statement or supplements to the Prospectuses, of whatever character, as the Trust may deem advisable, this right being in all respects absolute and unconditional. (a) The Trust authorizes SSGM to use any prospectuses with respect to the Trust or series of the Trust in the forms furnished to SSGM from time to time in connection with the sale of Trust shares and agrees to furnish such quantities of the prospectuses as SSGM may reasonably request. SSGM will devote reasonable time and effort to effect sales of Trust shares, but will not be obligated to sell any specific number of shares. The services of SSGM under this Agreement are not to be deemed exclusive and nothing contained in this Agreement should be deemed to prevent SSGM from entering into distribution arrangements with other investment companies so long as the performance of its obligations under this Agreement is not impaired by SSGM’s doing so. (b) In selling the shares of the Trust, the Trust and SSGM will use their best efforts in all respects duly to conform with the requirements of all federal and state laws and regulations of the Financial Industry Regulatory Authority (“FINRA”) relating to the sale of the shares. Neither SSGM nor any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Registration Statement or in any Prospectus or any supplement thereto or in any sales literature specifically approved by the Trust. (c) SSGM represents to the Trust that SSGM is a broker-dealer registered with the Commission under the Exchange Act, is a member of FINRA, and is registered or licensed under the laws of all jurisdictions in which its activities require it to be so registered or licensed. SSGM shall maintain such registration or license in effect at all times during the term of this Agreement and will immediately notify the Trust of the occurrence of any event that would disqualify SSGM from serving as the distributor of shares of the Funds by operation of Section 9(a) of the 1940 Act or otherwise. (d) SSGM represents and warrants that it: (i) has adopted an anti-money laundering compliance program that satisfies the requirements of all applicable laws and regulations, (ii) will notify the Trust promptly if an inspection by the appropriate regulatory authorities or an internal examination or audit identifies any material deficiency in this program, and (iii) will promptly remedy any such deficiency. (a) The Trust agrees promptly to notify SSGM of the commencement of any litigation or proceedings against the Trust or any of its officers or trustees in connection with the issuance and sale of any shares of the Trust. (b) The Trust agrees to indemnify and hold SSGM, its several officers and directors, and any person who controls SSGM 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 those claims, demands or liabilities and any counsel fees incurred in connection with them) that SSGM, its officers and directors, or the 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 the Registration Statement or the Prospectuses or any sales literature or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either the Registration Statement or Prospectuses or sales literature or necessary to make the statements in any of them not misleading; provided, however, that the Trust’s agreement to indemnify SSGM, its officers and directors, and the controlling person will not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement in, or omission or alleged omission from the Registration Statement or Prospectuses or sales literature made in reliance upon and in conformity with written information furnished to the Trust by SSGM specifically for use in the preparation of the Registration Statement. (c) Any person seeking indemnity under this Section 1.11 shall notify the Trust in writing within a reasonable period after the summons or other first legal process is served. The failure to notify the Trust in this manner of any such action will not relieve the Trust from any liability under this Section 1.11 that the Trust may have to the person against whom the action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, except to the extent the defense of the claim in question is materially prejudiced by such failure, and shall not relieve the Trust of any liability otherwise than on account of the Trust’s indemnity agreement contained in this Section 1.11. (d) The Trust will be entitled to assume the defense of any suit brought to enforce any claim, demand or liability contemplated by this Section 1.11, but, in such case, the defense will be conducted by counsel of good standing chosen by the Trust and approved by SSGM (who will not, except with the consent of SSGM, be counsel to the Trust). In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by SSGM, the defendant or defendants in the suit will 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 SSGM does not approve of counsel chosen by the Trust, the Trust will reimburse SSGM, its officers and directors, or the controlling person or persons named as defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by SSGM or them. (e) The Trust’s indemnification agreement contained in this Section 1.11 and the Trust’s representations and warranties in this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of SSGM, its officers and directors, or any controlling person, and will survive the delivery of any shares of the Trust. The Trust’s agreement of indemnity will inure exclusively to SSGM’s benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors, except that the Trust will not be obligated to indemnify any entity or person pursuant to this Section 1.11 against any liability to which SSGM, its officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement. (a) SSGM agrees to indemnify and hold the Trust, its several officers and trustees, and any person, if any, 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 cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) that the Trust, its officers or trustees, or the controlling person, may incur under the Securities Act, or under common law or otherwise, but only to the extent that the liability or expense incurred by the Trust, its officers or trustees, or the controlling person resulting from the claims or demands arise out of or are based upon any untrue, or alleged untrue statement of a material fact contained in information furnished in writing by SSGM to the Trust specifically for use in the Registration Statement and used in the Trust’s answers to any of the items of the Registration Statement or in the corresponding statements made in the Prospectuses or sales literature, or arise out of or are based upon any failure or alleged failure to state a material fact in connection with the information furnished in writing by SSGM to the Trust or necessary to make the information not misleading. (b) Any person seeking indemnity under this Section 1.11 shall notify the SSGM in writing within a reasonable period after the summons or other first legal process is served. The failure to notify SSGM of any such action will not relieve SSGM from any liability under this Section 1.12 that SSGM may have to the Trust, its officers or trustees, or to the controlling person except to the extent the defense of the claim in question is materially prejudiced by such failure, and shall not relieve it of any liability otherwise than on account of SSGM’s indemnity agreement contained in this Section 1.12. (c) SSGM will be entitled to assume the defense of any suit brought to enforce any claim, demand or liability contemplated by this Section 1.12, but, in such case, the defense will be conducted by counsel of good standing chosen by SSGM and approved by the Trust (who will not, except with the consent of the Trust, be counsel to SSGM). In the event SSGM elects to assume the defense of any such suit and retain counsel of good standing approved by the Trust, the defendant or defendants in the suit will bear the fees and expenses of any additional counsel retained by any of them; but in case SSGM does not elect to assume the defense of any such suit, or in case the Trust does not approve of counsel chosen by SSGM, SSGM will reimburse the Trust, its officers and directors, or the controlling person or persons named as defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by the Trust or them. (d) SSGM will not be obligated to indemnify any entity or person pursuant to this Section 1.12 against any liability to which the Trust, its officers and trustees, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement. 1.12 The Trust agrees to advise SSGM immediately in writing: (a) of any request by the Commission for amendments to the Registration Statement or the Prospectuses or any additional information regarding the Trust or any of its series; (b) of the issuance by the Commission of any stop order suspending t

Services as Distributor. 1.1 Counsellors Securities The ▇▇▇▇▇▇▇ Co. will act as agent for the distribution of the Common Investor Shares and Advisor Institutional Shares covered by the post-effective amendment to the Fund's registration statement on Form N-1A, under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") pertaining to the Investor Shares and the Institutional Shares of the Fund (the post-effective amendment to the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statementthereof, any amendments to the registration statement, and any or supplements tothereto, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement"). 1.2 Counsellors Securities The ▇▇▇▇▇▇▇ Co. agrees to use appropriate efforts to solicit orders for the sale of the Common Investor Shares and Advisor Institutional Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. 1.3 All activities by Counsellors Securities The ▇▇▇▇▇▇▇ Co. as distributor of the Common Investor Shares and Advisor Institutional Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended. 1.4 Counsellors Securities The ▇▇▇▇▇▇▇ Co. agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, performance and (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Investor Class Distribution Plan (with respect to Common Shares, the "12b-1 Investor Class Plan") and in the Institutional Class Distribution Plan (with respect to Advisor Shares, the "Distribution Institutional Class Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors SecuritiesThe ▇▇▇▇▇▇▇ Co., without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund (a) The ▇▇▇▇▇▇▇ Co. will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts be paid to Counsellors Securities fees under the 12b-1 Investor Class Plan may be used by Counsellors Securities to cover expenses that are compensate The ▇▇▇▇▇▇▇ Co. or enable The ▇▇▇▇▇▇▇ Co. to compensate other persons, ("Service Providers"), including any other distributor of Investor Shares, for providing: (i) services primarily intended to result in, or that are primarily attributable to, (a) in the sale of the Common Shares, as set forth in the 12b-1 Plan Investor Shares ("Investor Selling Services"), and (bii) ongoing servicing and/or maintenance of the accounts of holders of Common Sharesstockholder servicing, as set forth in the 12b-1 Plan administrative and accounting services ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Investor Administrative Services" and collectively with Investor Selling Services and Administrative Services, "Investor Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including). Investor Selling Services may include, but are not limited to, office space : the printing and equipment, telephone facilities, answering routine inquiries regarding distribution to prospective investors in Investor Shares of prospectuses and statements of additional information describing the Fund; the preparation, including printing, and distribution of sales literature, reports and media advertisements relating to the Investor Shares; providing any other Shareholder Servicestelephone services relating to the Fund; (iii) payments made to compensate selected dealers or other authorized persons for providing any Servicesdistributing Investor Shares; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Sharesactivities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; and costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Fund may, from time to time, deem advisable. In The ▇▇▇▇▇▇▇ Co. [ ], 1997 Page 3 providing compensation for Investor Selling Services in accordance with the Investor Class Plan, The ▇▇▇▇▇▇▇ Co. is expressly authorized (i) to make, or cause to be made, payments reflecting an allocation of overhead and other office expenses related to providing Investor Services; (ii) to make, or cause to be made, payments, or to provide for the reimbursement of expenses of, persons who provide support services in connection with the distribution of Investor Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Investor Service; and (iii) to make, or cause to be made, payments to compensate selected dealers or other authorized persons for providing any Investor Services. Administrative Services may include, but are not limited to, (i) responding to inquiries of prospective investors regarding the Fund; (ii) services to stockholders not otherwise required to be provided by the Fund's custodian or any co-administrator; (iii) establishing and maintaining accounts and records on behalf of Fund stockholders; (iv) processing purchase, redemption and exchange transactions in Investor Shares; and (v) other similar services not otherwise required to be provided by the Fund's transfer agent or any co-administrator. Payments under the Investor Class Plan are not tied exclusively to the selling and administrative expenses actually incurred by The ▇▇▇▇▇▇▇ Co. or any Service Provider, and the payments may exceed expenses actually incurred by The ▇▇▇▇▇▇▇ Co. and/or a Service Provider. Furthermore, any portion of any fee paid to The ▇▇▇▇▇▇▇ Co. or to any of its affiliates by the Fund or any of their past profits or other revenue may be used in their sole discretion to provide services to stockholders of the Fund or to ▇▇▇▇▇▇ distribution of Investor Shares. (b) Pursuant to the Investor Class Plan, the Fund will pay The ▇▇▇▇▇▇▇ Co. on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of up to .75% of the average daily net assets of the Investor Shares of the Fund consisting of up to .50% as compensation for Investor Selling Services and .25% as compensation for Investor Administrative Services provided by The ▇▇▇▇▇▇▇ Co. to the Investor Shares pursuant to this Agreement. (a) The ▇▇▇▇▇▇▇ Co. will be paid fees under the Institutional Class Plan to compensate The ▇▇▇▇▇▇▇ Co. or enable The ▇▇▇▇▇▇▇ Co. to compensate other persons, including any other distributor of the Institutional Shares or institutional stockholders of record of the Institutional Shares, including but not limited to retirement plans, broker-dealers, depository institutions, and other financial intermediaries ("Institutions"), who own Institutional Shares on behalf of their customers, clients or (in the case of retirement plans) participants ("Customers") and companies providing certain services to Customers (collectively with Institutions, "Service The ▇▇▇▇▇▇▇ Co. [ ], 1997 Page 4 Organizations"), for providing (i) services primarily intended to result in the sale of the Institutional Shares ("Institutional Selling Services"), and (ii) stockholder servicing, administrative and accounting services to Customers ("Institutional Administrative Services"). (b) The annual fee paid to The ▇▇▇▇▇▇▇ Co. with respect to Institutional Selling Services will compensate The ▇▇▇▇▇▇▇ Co., or allow The ▇▇▇▇▇▇▇ Co. to compensate Service Organizations, to cover certain expenses primarily intended to result in the sale of the Institutional Shares, including, but not limited to: (i) costs of payments made to employees that engage in the distribution of the Institutional Shares; (ii) payments made to, and expenses of, persons who provide support services in connection with the distribution of the Institutional Shares, including, but not limited to, office space and equipment, telephone facilities, processing stockholder transactions and providing any other stockholder services not otherwise provided by the Fund's transfer agent; (iii) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (iv) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common the Institutional Shares; (v) costs involved in preparing, printing and distributing sales literature pertaining to the Fund, and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that(c) The annual fee paid to The ▇▇▇▇▇▇▇ Co. with respect to Institutional Administrative Services will compensate The ▇▇▇▇▇▇▇ Co., whenever in or allow The ▇▇▇▇▇▇▇ Co. to compensate Service Organizations, for personal service and/or the judgment maintenance of Customer accounts, including but not limited to (i) responding to Customer inquiries, (ii) providing information on Customer investments, and (iii) providing other stockholder liaison services and for administrative and accounting services to Customers, including, but not limited to: (a) aggregating and processing purchase and redemption requests from Customers and placing net purchase and redemption orders with the Fund's officers such action is warranted for any reason, including, without limitation, market, economic distributor or political conditions, those officers may decline to accept any orders for, or make any sales of, transfer agent; (b) providing Customers with a service that invests the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption assets of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth accounts in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors from time to time may reasonably request.Institutional Shares;

Services as Distributor. 1.1 Counsellors Securities will act as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by 2 reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement"). 1.2 Counsellors Securities agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. 1.3 All activities by Counsellors Securities as distributor of the Common Shares and Advisor Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended. 1.4 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ CounsellorsWarburg Pincus Asset Management, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable.Plan 1.6 Counsellors Securities acknowledges that, whenever in the judgment of the Fund's officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent).Common 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors from time to time may reasonably request.

Services as Distributor. 1.1 Counsellors Securities GEIS agrees to solicit orders for the sale of shares of the Trust ▇▇▇ to undertake advertising and promotion that it believes reasonable in connection with the solicitation. 1.2 GEIS will act as agent for the distribution of shares of the Common Shares Trus▇ ▇▇vered by, and Advisor Shares covered by in accordance with, the FundTrust's registration statement Registration Statement on Form N-1A, N-1A then in effect under the Securities Act of 1933, as amended (the "1933 Securities Act"), the Registration Statement on Form N-1A, together with the prospectuses (the "Prospectuses") and statement of additional information (the "Statement") included as part of the Registration Statement on Form N-1A, any amendments to the Registration Statement on Form N-1A, and any supplements to, or material incorporated by reference into the Prospectuses or Statement, being referred to collectively in this Agreement as the "Registration Statement." 1.3 All activities by GEIS as distributor of shares of the Trust will comply with all a▇▇▇▇cable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act or the Investment Company Act of 1940, as amended (the "1940 Act") (), by the registration statement, together with the prospectuses Securities and Exchange Commission (the "prospectusCommission") and statement or any securities association registered under the Securities Exchange Act of additional information 1934, as amended (the "statement of additional information") included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statementExchange Act"). 1.2 Counsellors Securities agrees (a) GEIS will have the right to use appropriate efforts purchase from the Trust the shares ne▇▇▇▇, but not more than the shares needed (except for clerical errors in transmission), to solicit fill unconditional orders for shares placed through GEIS. The price that GEIS will pay for the sale shares so purchased fr▇▇ ▇he Trust will be ▇▇▇ current public offering price on which the orders were based, as described in paragraph (b) of this Section 1.4. (b) The public offering price of the Common Shares and Advisor Shares at such prices and on shares of the terms and conditions Trust will be the net asset value determined as set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitationRegistration Statement, plus any applicable sales charge. 1.3 (c) GEIS will have the right to enter into selected dealer or selling ▇▇▇eements. All dealers or selling parties of Trust shares will act in accordance with the Registration Statement then in effect under the Securities Act. All activities by Counsellors Securities as distributor dealers or selling parties of the Common Shares and Advisor Shares shall Trust shares will comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act and the 1940 Act by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amendedAct. 1.4 Counsellors Securities agrees to (ad) provide one The Trust's transfer and dividend agent, or more persons during normal business hours to respond to telephone questions concerning any other agent designated in writing by the Fund and its performanceTrust, (b) provide prospectuses of other funds will be promptly advised by Warburg, GEIS of all purchase orders for shares of the Trust. The Trust ma▇ ▇▇▇▇▇▇ Counsellorsase, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day basis of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the judgment of the Fund's officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those officers may decline or on the basis of any other abnormal conditions, to accept any orders for, for Trust shares or make any sales of, continue to sell shares until the Common Shares or Advisor Shares until such time as those officers Trustees deem it advisable to accept such the orders and to make such the sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund Trust will promptly advise Counsellors Securities GEIS of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Sharesselli▇▇ ▇hares. The Fund Trust (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities shares upon their receipt, or in accordance with any exemptive order of the SECCommission, and will make appropriate book entries pursuant to the instructions of Counsellors SecuritiesGEIS. Counsellors Securities GEIS agrees to cause payment for Common Shares and Advisor Shares shares and instructions as to book entries ▇▇ bo▇▇ ▇ntries to be delivered promptly to the Fund Trust (or its agent). 1.9 1.5 The outstanding Common Shares and Advisor Shares shares of the Trust are subject to redemption as set forth in the prospectusTrust's Declaration of Trust dated as of August 29, 1997, as amended from time to time (the "Declaration of Trust"), and in accordance with the applicable provisions set forth in the Prospectuses. The price to be paid to redeem the Common Shares and Advisor Shares shares will be equal to their net asset value, determined as set forth in the prospectusProspectuses. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors from time to time may reasonably request.

Services as Distributor. 1.1 Counsellors Securities will act as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement"). 1.2 Counsellors Securities agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. 1.3 All activities by Counsellors Securities as distributor of the Common Shares and Advisor Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended. 1.4 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇P▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests. 1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25% of the average daily net assets of the Common Shares of the Fund as compensation for the services provided by Counsellors Securities to the Common Shares pursuant to this Agreement. Counsellors Securities serves without compensation as distributor for the Advisor Shares pursuant to this Agreement. Amounts paid to Counsellors Securities under the 12b-1 Plan may be used by Counsellors Securities to cover expenses that are primarily intended to result in, or that are primarily attributable to, (a) the sale of the Common Shares, as set forth in the 12b-1 Plan ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of holders of Common Shares, as set forth in the 12b-1 Plan ("Shareholder Services"), and/or (c) sub-transfer agency services, subaccounting services or administrative services with respect to the Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Common Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities for the Common Shares, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of Common Shares; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities for the Common Shares that the Fund may, from time to time, deem advisable. 1.6 Counsellors Securities acknowledges that, whenever in the judgment of the Fund's officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those officers may decline to accept any orders for, or make any sales of, the Common Shares or Advisor Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.7 Counsellors Securities will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. 1.8 Counsellors Securities will transmit any orders received by it for purchase or redemption of the Common Shares and Advisor Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its successor of which Counsellors Securities is notified in writing. The Fund will promptly advise Counsellors Securities of the determination to cease accepting orders or selling Common Shares or Advisor Shares or to recommence accepting orders or selling Common Shares or Advisor Shares. The Fund (or its agent) will confirm orders for Common Shares and Advisor Shares placed through Counsellors Securities upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of Counsellors Securities. Counsellors Securities agrees to cause payment for Common Shares and Advisor Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent). 1.9 The outstanding Common Shares and Advisor Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Common Shares and Advisor Shares will be determined as set forth in the prospectus. 1.10 Counsellors Securities will prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the purposes therefor, as well as any supplemental reports as the Directors from time to time may reasonably request.