Common use of Services as Distributor Clause in Contracts

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust or its transfer agent. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment Company portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. The 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. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 ("1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934. 1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 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 the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each Fund, and, (b) from time to time such additional information regarding the Funds' financial condition as the Distribution may reasonably request. 1.8. The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the Fund's Registration Statement. 1.9. The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Board of Trustees with respect to the various classes of shares of the Funds, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust or its transfer agent. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios 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 Portfoliosportfolios. The Trust agrees that the Distributor's duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 1940, as amended (the "1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934, as amended. 1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 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 the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' financial condition as the Distribution Distributor may reasonably request. 1.8. The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of the Shares (and reallow a portion thereof) as specified in the Trust's registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the FundTrust's Registration Statementregistration statement. 1.9. The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Board of Trustees with respect to the various classes of shares of the Funds, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution plan and/or shareholder servicing plan approved in accordance with Rule 12b-1 under the 1940 Act▇▇▇▇ ▇▇▇.

Services as Distributor. 1.1. 1.1 The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the TrustCompany's Board of Trustees Directors and the TrustCompany's registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust Company or its transfer agent. 1.2. 1.2 The Distributor Distribution agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust Company understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. The Trust Company further understands that existing and future investors in the Funds may invest in shares of such other Portfolios. The Trust Company agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties to the Trust Company under this paragraph 1.2. 1.3. 1.3 The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwritersunderwritings, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. 1.4 All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 ("1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934. 1.5. 1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the TrustCompany's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 1.6 The Trust Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust Company and the Trust Company may approve, and the Trust Company shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 1.7 The Trust Company 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 the Distributor may reasonably request; and the Trust Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust Company shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the TrustCompany's books and accounts with respect to each Fund, and, (b) from time to time such additional information regarding the Funds' financial condition as the Distribution Distributor may reasonably request. 1.8. 1.8 The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust Company on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust Company on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Trust Company shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the Fund's Registration Statement. 1.9. 1.9 The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the TrustCompany's Board of Trustees Directors with respect to the various classes of shares of the FundsFunds , including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the any instructions of the Trust's ’s Board of Trustees and with the Trust's ’s registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the “1933 Act”), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, among other items, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion promotion, as it believes 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 is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios 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 Portfoliosportfolios. The Trust agrees that the Distributor's ’s duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales 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 also be responsible for the preparation, printing and distribution of prospectuses and statements of additional information to shareholders and the direct expenses of the issue of Shares. 1.5. The Distributor shall be responsible for preparing, reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds, and shall file 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 additionconnection with all matters relating to this Agreement, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. All activities by Trust and the Distributor and its agents and employees as distributor of Shares shall agree to comply 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 ("1933 Act, the 1934 Act, the 1940 Act") , the regulations of FINRA and all other applicable federal and state laws, rules and regulations. The Distributor agrees to provide the Trust with such certifications, reports and other information as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, such laws, rules and regulations. The Distributor agrees to comply with the Trust’s compliance policies and procedures as provided by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934Trust from time to time. 1.51.7. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's ’s officers may decline to accept any orders for, or make any sales of of, Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.71.8. 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 the Distributor may reasonably request; request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or representbe true and correct. The Without limiting the foregoing, the Trust shall also furnish the Distributor upon request with: : (a) audited annual and unaudited semi-annual statements of the Trust's ’s books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' ’ financial condition as the Distribution Distributor may reasonably request. 1.81.9. The Distributor Trust may be reimbursed for all from time to time adopt one or a portion of the expenses described above to the extent permitted by a more distribution plan adopted by the Trust on behalf of a Fund plans pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement As compensation for services rendered hereunder, the Distributor shall be deemed entitled to prohibit any receive from the Trust the payments set forth on Schedule II attached hereto, as the same may be amended from time to time by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares agreement of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Actparties. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of Shares (and reallow a portion thereof) as specified in the Trust’s registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares Shares as specified in the Fund's Registration StatementTrust’s registration statement. Distributor, from time to time, may assign to any third party all or any portion of amounts payable to the Distributor under this Agreement. 1.91.10. The Distributor will execute and deliver 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 requested 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, dealers and other financial institutions (collectively, “Intermediaries”), under such conditions and other industry professionals based on such form(s) of sales support agreements as may be approved by the forms attached hereto or Board of Trustees from time to time. The Distributor also may enter into such agreements if consistent with the conditions established by the Board of Trustees for such agreements and based on the such additional forms of agreement as it deems appropriate, provided 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 from time to time by the Trust's Board of Trustees with respect 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 various classes of shares Trust than the overall terms of the Fundsform(s) approved by the Board of Trustees. In entering into and performing such agreements, including but the Distributor shall act as principal and not limited as agent for the Trust or any Fund. Upon the failure of any Intermediary to forms pay for any order for the purchase of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved Shares in accordance with Rule 12b-1 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. Upon the breach by an Intermediary of any provision of the agreement between the Distributor and the Intermediary, the Distributor will, at the Trust’s expense, use reasonable efforts to preserve any rights the Trust may have to receive indemnification from the Intermediary under such agreement, including promptly notifying the 1940 ActTrust of such breach.

Services as Distributor. 1.1. 1.1 The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Capitol Funds' Board of Trustees and the Trust's Capitol Funds' registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust Capitol Funds or its transfer agent. 1.2. 1.2 The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust Capitol Funds understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. The Trust Capitol Funds further understands that existing and future investors in the Funds may invest in shares of such other Portfolios. The Trust Capitol Funds agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties to the Trust Capitol Funds under this paragraph 1.2. 1.3. 1.3 The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. 1.4 All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 ("1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934. 1.5. 1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's Capitol Funds' officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. The Trust 1.6 Capitol Funds 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust Capitol Funds and the Trust Capitol Funds may approve, and the Trust Capitol Funds shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. The Trust 1.7 Capitol Funds 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 the Distributor may reasonably request; and the Trust Capitol Funds warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust Capitol Funds shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's Capitol Funds' books and accounts with respect to each Fund, and, (b) from time to time such additional information regarding the Funds' financial condition as the Distribution Distributor may reasonably request. 1.8. 1.8 The Distributor may be compensated or reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust Capitol Funds on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust Capitol Funds on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Trust Capitol Funds shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the Fund's Registration Statement. 1.9. 1.9 The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Capitol Funds' Board of Trustees with respect to the various classes of shares of the Funds, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.

Services as Distributor. 1.1. 1.1 The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust or its transfer agent. 1.2. 1.2 The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios portfolios having investment objectives similar to those of the FundsPortfolios. The Trust further understands that existing and future investors in the Funds Portfolios may invest in shares of such other Portfoliosportfolios. The Trust agrees that the Distributor's duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. 1.3 The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the FundsPortfolios. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the FundsPortfolios. 1.4. 1.4 All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 1940, as amended (the "1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934, as amended. 1.5. 1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 1.6 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 1.7 The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Funds Portfolios and Shares as the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each FundPortfolio, and, and (b) from time to time such additional information regarding the FundsPortfolios' financial condition as the Distribution Distributor may reasonably request. 1.8. 1.8 The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund Portfolio to the Distributor or by a Fund Portfolio or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund Portfolio are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund Portfolio pursuant to Rule 12b-1 under the 1940 Act. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of the Shares (and reallow a portion thereof) as specified in the Trust's registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the FundTrust's Registration Statementregistration statement. 1.9. 1.9 The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Board of Trustees with respect to the various classes of shares of the FundsPortfolios, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the any instructions of the Trust's ’s Board of Trustees (“Board”) and with the Trust's ’s registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the “1933 Act”), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, among other items, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion promotion, as it believes 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 is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios 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 Portfoliosportfolios. The Trust agrees that the Distributor's ’s duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of insurance companies, underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The the Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds, and shall file with FINRA 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. In addition, the Distributor will provide one or more personssufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect to the Funds. 1.4. All activities by In connection with all matters relating to this Agreement, the Distributor and its agents and employees as distributor of Shares shall agrees to comply 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 ("1933 Act, the 1934 Act, the 1940 Act") by , the Securities regulations of FINRA and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934all other applicable federal and state laws, rules and regulations. 1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's ’s officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. The Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take take, or cause to be taken, all actions that may be reasonably necessary in connection with the registration or qualification of Shares for sale in such states as the Trust directs and in such states as the Distributor may designate recommend to the Trust and which the Trust may approveapproves, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 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 the Distributor may reasonably request; request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: : (a) audited annual and unaudited semi-annual statements of the Trust's ’s books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' ’ financial condition as the Distribution Distributor may reasonably request. 1.8. The Distributor may be reimbursed for all or a portion of the expenses described above and/or compensated for services rendered hereunder, to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions insurance companies through whom shares Shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the Fund's Registration Statement. 1.9. The Distributor will execute shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any. 1.10. The Distributor and deliver the Trust shall enter into written agreements with broker/dealersinsurance companies, financial institutions and other industry professionals based on such form(s) of participation agreement as may be approved by the forms attached hereto or Board from time to time. The Distributor also may enter into such agreements based on the such additional forms of agreement as it deems appropriate, provided that the Distributor determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such insurance company under any such participation agreement do not exceed their responsibility or liability under the form(s) approved from time to time by the Trust's Board Board, and provided further that the Distributor determines that the overall terms of Trustees with respect any such participation agreement are not materially less advantageous to the various classes of shares Trust than the overall terms of the Fundsform(s) approved by the Board. In entering into and performing such agreements, including but the Distributor shall act as principal and not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under as agent for the 1940 ActTrust or any Fund.

Services as Distributor. 1.1. 1.1 The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the TrustCompany's Board of Trustees Directors and the TrustCompany's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust Company or its transfer agent. 1.2. 1.2 The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust Company understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("PortfoliosFunds") including Portfolios Funds having investment objectives similar to those of the FundsPortfolios. The Trust Company further understands that existing and future investors in the Funds Portfolios may invest in shares of such other PortfoliosFunds. The Trust Company agrees that the Distributor's duties to such Portfolios Funds shall not be deemed in conflict with its duties to the Trust Company under this paragraph 1.2. 1.3. 1.3 The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the FundsPortfolios. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the FundsPortfolios. 1.4. 1.4 All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 1940, as amended ("1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934. 1.5. 1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the TrustCompany's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 1.6 The Trust Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust Company and the Trust Company may approve, and the Trust Company shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 1.7 The Trust Company shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Funds Portfolios and Shares as the Distributor may reasonably request; and the Trust Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust Company shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the TrustCompany's books and accounts with respect to each FundPortfolio, and, (b) from time to time such additional information regarding the FundsPortfolios' financial condition as the Distribution Distributor may reasonably request. 1.8. 1.8 The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust Company on behalf of a Fund Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund Portfolio to the Distributor or by a Fund Portfolio or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund Portfolio are sold where such payments are made under a distribution plan adopted by the Trust Company on behalf of such Fund Portfolio pursuant to Rule 12b-1 under the 1940 Act. In addition, the Trust Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of the shares (and reallow a portion thereof) as specified in the Portfolio's Registration Statement and the Company shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the FundPortfolio's Registration Statement. 1.9. 1.9 The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the TrustCompany's Board of Trustees Directors with respect to the various classes of shares of the FundsPortfolios, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.

Services as Distributor. 1.1. 1.1 The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the TrustCompany's Board of Trustees Directors and the TrustCompany's registration statement and prospectus prospectuses then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust Company's transfer agent or its transfer to any qualified broker/dealer for transmittal to said agent. 1.2. 1.2 The Distributor agrees to use appropriate its best efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust Company understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. The Trust Company further understands that existing and future investors in the Funds may invest in shares of such other Portfolios. The Trust Company agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties to the Trust Company under this paragraph Paragraph 1.2. 1.3. The 1.3 Except to the extent that any plan adopted by the Company pursuant to Rule 12b-1 under the Investment Company Act of 1940 provides otherwise, the Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. It is contemplated that the Distributor will enter into selling agreements with qualified broker/dealers and other persons with respect to the offering of Shares to the public, and in so doing will act only on its own behalf as principal. 1.41.4 All Shares offered for sale by the Distributor shall be offered for sale to the public at a price per share (the "offering price") equal to (a) their net asset value (determined in the manner set forth in the Company's charter documents and the then current prospectus) plus, except to those classes of persons or transactions described in the then current Prospectus, (b) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the Company's then current prospectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions by the Distributor to broker/dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker/dealers and persons, as from time to time amended, or if such concessions are described in the Company's then current prospectus, shall be as so set forth. No broker/dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Company in connection with the offering or sale of the Shares to the public or otherwise. 1.5 If any Shares sold by the Company are redeemed or repurchased by the Company or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount above the net asset value received by the Distributor in respect of such Shares, provided that the portion, if any, of such amount re-allowed by the Distributor to broker/dealers or other persons shall be repayable to the Company only to the extent recovered by the Distributor from the broker/dealer or other person involved. The Distributor shall include in each selling agreement with such broker/dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Company or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. 1.6 All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 ("1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934. 1.5. 1.7 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other abnormal circumstances of any kind, the TrustCompany's officers may decline to accept any orders for, for or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 1.8 The Trust Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust Company may approve, and the Trust Company shall pay all fees and other expenses incurred in connection with such registration qualification. The Distributor agrees to pay all expenses related to its own qualification as a broker or qualificationdealer required by any federal or state law or self-regulatory organization and, except as otherwise specifically provided in this Contract, all other expenses incurred by the Distributor in connection with the offering of Shares as contemplated by this Contract. 1.7. 1.9 The Trust Company shall timely furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Funds and Shares as the Distributor may reasonably request; and the Trust Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust Company shall also furnish the Distributor upon request withwith : (a) audited annual and unaudited semi-annual statements of the TrustCompany's books and accounts with respect to each Fund, and, (b) from time to time such additional information regarding the Funds' financial condition as the Distribution Distributor may reasonably request. 1.8. 1.10 The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund Company represents to the Distributor or that all registration statements and prospectuses filed by a Fund or the Distributor Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to investment dealers, banks or other financial institutions through whom shares Shares have been prepared in conformity with the requirements of said Act and rules and regulations of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 ActSecurities and Exchange Commission thereunder. In additionAs used in this Contract, the Trust terms "registration statement" and "prospectus" shall pay mean any registration statement, prospectus (together with the related statement of additional information) filed with respect to Shares with the Securities and Exchange Commission, and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Company represents and warrants to the Distributor that any registration statement and prospectus, when such become effective, will contain all statements required to be stated therein in conformity with said Act and the proceeds from rules and regulations of said Commission; that all statements of fact contained in any contingent deferred sales charge imposed on such registration statement and prospectus will be true and correct when such registration statement and prospectus become effective; and that neither any registration statement nor any prospectus, when they become 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 redemption statements therein not misleading to a purchaser of the shares as specified in the Fund's Registration Statement. 1.9Shares. The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved Company 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 which, in the light of future developments, may, in the opinion of the Company's counsel, be necessary or advisable. The Company shall promptly notify the Distributor of any advice given to it by the TrustCompany's Board counsel regarding the necessity or advisability so to amend or supplement such registration statement or prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of Trustees with respect a written request from the Distributor to do so, the various classes Distributor may, at its option, terminate this Contract. The Company 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 in this Contract shall in any way limit the Company's right to file at any time such amendments to any registration statements and/or supplements to any prospectus, of shares of whatever character, as the FundsCompany may deem advisable, including but not limited to forms of sales support agreements such right being in all respects absolute and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Actunconditional.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust or its transfer agent. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios 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 Portfoliosportfolios. The Trust agrees that the Distributor's duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 1940, as amended (the "1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934, as amended. 1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 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 the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' financial condition as the Distribution Distributor may reasonably request. 1.8. The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of the Shares (and reallow a portion thereof) as specified in the Trust's registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the FundTrust's Registration Statementregistration statement. 1.9. The Distributor will execute and deliver agreements with broker/broker/ dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Board of Trustees with respect to the various classes of shares of the Funds, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution plan and/or shareholder servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust or its transfer agent. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios 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 Portfoliosportfolios. The Trust agrees that the Distributor's duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 1940, as amended (the "1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934, as amended. 1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 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 the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' financial condition as the Distribution Distributor may reasonably request. 1.8. The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor Distribu tor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of the Shares (and reallow a portion thereof) as specified in the Trust's registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the FundTrust's Registration Statementregistration statement. 1.9. The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Board of Trustees with respect to the various classes of shares of the Funds, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution plan and/or shareholder servicing plan approved in accordance with Rule 12b-1 under the 1940 Act▇▇▇▇ ▇▇▇.

Services as Distributor. 1.1. 1.1 The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust or its transfer agent. 1.2. 1.2 The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios portfolios having investment objectives similar to those of the FundsPortfolios. The Trust further understands that existing and future investors in the Funds Portfolios may invest in shares of such other Portfoliosportfolios. The Trust agrees that the Distributor's duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. 1.3 The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the FundsPortfolios. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the FundsPortfolios. 1.4. 1.4 All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 1940, as amended (the "1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934, as amended. 1.5. 1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 1.6 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 1.7 The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Funds Portfolios and Shares as the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each FundPortfolio, and, and (b) from time to time such additional information regarding the FundsPortfolios' financial condition as the Distribution Distributor may reasonably request. 1.8. 1.8 The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund Portfolio to the Distributor or by a Fund Portfolio or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund Portfolio are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund Portfolio pursuant to Rule 12b-1 under the 1940 Act. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of the Shares (and reallow a portion thereof) as specified in the Trust's registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the FundTrust's Registration Statementregistration statement. 1.9. 1.9 The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Board of Trustees with respect to the various classes of shares of the FundsPortfolios, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act▇▇▇▇ ▇▇▇.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the any instructions of the Trust's Board of Trustees and with the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term "registration statement" shall mean any registration statement, specifically including, among other items, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion promotion, as it believes 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 is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios portfolios having investment objectives similar to those of the FundsPortfolios. The Trust further understands that existing and future investors in the Funds Portfolios may invest in shares of such other Portfoliosportfolios. The Trust agrees that the Distributor's duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales 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 issue of Shares. 1.5. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the FundsPortfolios, and shall file 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. In addition, the Distributor will provide one or more personssufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect to the FundsPortfolios. 1.41.6. All activities by In connection with all matters relating to this Agreement, the Trust and the Distributor and its agents and employees as distributor of Shares shall agree to comply 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 ("1933 Act, the 1934 Act, the 1940 Act") by , the Securities regulations of the NASD and Exchange Commission (all other applicable federal and state laws, rules and regulations. The Distributor agrees to provide the "SEC") or any securities association registered under Trust with such certifications, reports and other information as the Securities Exchange Act of 1934Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, such laws, rules and regulations. 1.51.7. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.71.8. The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Funds Portfolios and Shares as the Distributor may reasonably request; request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or representbe true and correct. The Without limiting the foregoing, the Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each FundPortfolio, and, and (b) from time to time such additional information regarding the FundsPortfolios' financial condition as the Distribution Distributor may reasonably request. 1.81.9. The Distributor Trust may be reimbursed for all from time to time adopt one or a portion of the expenses described above to the extent permitted by a more distribution plan adopted by the Trust on behalf of a Fund plans pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement As compensation for services rendered hereunder, the Distributor shall be deemed entitled to prohibit any receive from the Trust the payments set forth on Schedule II attached hereto, as the same may be amended from time to time by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares agreement of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Actparties. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of Shares (and reallow a portion thereof) as specified in the Trust's registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares Shares as specified in the FundTrust's Registration Statementregistration statement. Distributor, from time to time, may assign to any third party all or any portion of amounts payable to the Distributor under this Agreement. 1.91.10. The Distributor will execute and deliver 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 requested 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, financial institutions dealers and other industry professionals financial institutions, based on such form(s) of sales support agreements as may be approved by the forms attached hereto or Board of Trustees from time to time. The Distributor also may enter into such agreements based on the such additional forms of agreement approved from time to time by as it deems appropriate, provided that the Distributor determines that the Trust's and the Portfolios' 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 do not exceed their responsibility or liability under the form(s) approved by the Board of Trustees with respect 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 various classes of shares Trust than the overall terms of the Fundsform(s) approved by the Board of Trustees. In entering into and performing such agreements, including but the Distributor shall act as principal and not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under as agent for the 1940 ActTrust or any Portfolio.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust or its transfer agent. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios 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 Portfoliosportfolios. The Trust agrees that the Distributor's duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g.E.G., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 1940, as amended (the "1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934, as amended. 1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 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 the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' financial condition as the Distribution Distributor may reasonably request. 1.8. The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of the Shares (and reallow a portion thereof) as specified in the Trust's registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the FundTrust's Registration Statementregistration statement. 1.9. The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Board of Trustees with respect to the various classes of shares of the Funds, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution plan and/or shareholder servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.

Services as Distributor. 1.1. 1.1 The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust or its transfer agent. 1.2. 1.2 The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios portfolios having investment objectives similar to those of the FundsPortfolios. The Trust further understands that existing and future investors in the Funds Portfolios may invest in shares of such other Portfoliosportfolios. The Trust agrees that the Distributor's duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. 1.3 The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the FundsPortfolios. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the FundsPortfolios. 1.4. 1.4 All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 1940, as amended ("1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934, as amended. 1.5. 1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 1.6 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 1.7 The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Funds Portfolios and Shares as the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each FundPortfolio, and, (b) from time to time such additional information regarding the FundsPortfolios' financial condition as the Distribution Distributor may reasonably request. 1.8. 1.8 The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund Portfolio to the Distributor or by a Fund Portfolio or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund Portfolio are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund Portfolio pursuant to Rule 12b-1 under the 1940 Act. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of the shares (and reallow a portion thereof) as specified in the Portfolio's Registration Statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the FundPortfolio's Registration Statement. 1.9. 1.9 The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Board of Trustees with respect to the various classes of shares of the FundsPortfolios, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act▇▇▇▇ ▇▇▇.

Services as Distributor. 1.1. 1.1 The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Capitol Funds' Board of Trustees and the Trust's Capitol Funds' registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust Capitol Funds or its transfer agent. 1.2. 1.2 The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust Capitol Funds understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. The Trust Capitol Funds further understands that existing and future investors in the Funds may invest in shares of such other Portfolios. The Trust Capitol Funds agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties to the Trust Capitol Funds under this paragraph 1.2. 1.3. 1.3 The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. 1.4 All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 ("1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934. 1.5. 1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's Capitol Funds' officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. The Trust 1.6 Capitol Funds 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust Capitol Funds and the Trust Capitol Funds may approve, and the Trust Capitol Funds shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. The Trust 1.7 Capitol Funds 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 the Distributor may reasonably request; and the Trust Capitol Funds warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust Capitol Funds shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's Capitol Funds' books and accounts with respect to each Fund, and, (b) from time to time such additional information regarding the Funds' financial condition as the Distribution Distributor may reasonably request. 1.8. 1.8 The Distributor may be compensated or reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust Capitol Funds on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust Capitol Funds on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Trust Capitol Funds shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the Fund's Registration Statement. 1.9. 1.9 The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Capitol Funds' Board of Trustees with respect to the various classes of shares of the Funds, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.. 2

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the any instructions of the Trust's Board of Trustees and with the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term "registration statement" shall mean any registration statement, specifically including, among other items, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion promotion, as it believes 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 is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios 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 Portfoliosportfolios. The Trust agrees that the Distributor's duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales 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 issue of Shares. 1.5. The Distributor shall be responsible for preparing, reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds, and shall file 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 additionconnection with all matters relating to this Agreement, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. All activities by Trust and the Distributor and its agents and employees as distributor of Shares shall agree to comply 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 ("1933 Act, the 1934 Act, the 1940 Act") , the regulations of the NASD and all other applicable federal and state laws, rules and regulations. The Distributor agrees to provide the Trust with such certifications, reports and other information as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, such laws, rules and regulations. The Distributor agrees to comply with the Trust's compliance policies and procedures as provided by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934Trust from time to time. 1.51.7. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of of, Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.71.8. 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 the Distributor may reasonably request; request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or representbe true and correct. The Without limited the foregoing, the Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' financial condition as the Distribution Distributor may reasonably request. 1.81.9. The Distributor Trust may be reimbursed for all from time to time adopt one or a portion of the expenses described above to the extent permitted by a more distribution plan adopted by the Trust on behalf of a Fund plans pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement As compensation for services rendered hereunder, the Distributor shall be deemed entitled to prohibit any receive from the Trust the payments set forth on Schedule II attached hereto, as the same may be amended from time to time by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares agreement of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Actparties. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of Shares (and reallow a portion thereof) as specified in the Trust's registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares Shares as specified in the FundTrust's Registration Statementregistration statement. Distributor, from time to time, may assign to any third party all or any portion of amounts payable to the Distributor under this Agreement. 1.91.10. The Distributor will execute and deliver 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 requested 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, dealers and other financial institutions (collectively, "Intermediaries"), under such conditions and other industry professionals based on such form(s) of sales support agreements as may be approved by the forms attached hereto or Board of Trustees from time to time. The Distributor also may enter into such agreements if consistent with the conditions established by the Board of Trustees for such agreements and based on the such additional forms of agreement approved from time to time by as it deems appropriate, provided 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 with respect 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 various classes of shares Trust than the overall terms of the Fundsform(s) approved by the Board of Trustees. In entering into and performing such agreements, including but the Distributor shall act as principal and not limited as agent for the Trust or any Fund. Upon the failure of any Intermediary to forms pay for any order for the purchase of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved Shares in accordance with Rule 12b-1 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. Upon the breach by an Intermediary of any provision of the agreement between the Distributor and the Intermediary, the Distributor will, at the Trust's expense, use reasonable efforts to preserve any rights the Trust may have to receive indemnification from the Intermediary under such agreement, including promptly notifying the 1940 ActTrust of such breach.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the any instructions of the Trust's Board of Trustees and with the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term "registration statement" shall mean any registration statement, specifically including, among other items, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion promotion, as it believes 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 is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios 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 Portfoliosportfolios. The Trust agrees that the Distributor's duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales 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 issue of Shares. 1.5. The Distributor shall be responsible for preparing, reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds, and shall file 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 additionconnection with all matters relating to this Agreement, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. All activities by Trust and the Distributor and its agents and employees as distributor of Shares shall agree to comply 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 ("1933 Act, the 1934 Act, the 1940 Act") , the regulations of the NASD and all other applicable federal and state laws, rules and regulations. The Distributor agrees to provide the Trust with such certifications, reports and other information as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, such laws, rules and regulations. The Distributor agrees to comply with the Trust's compliance policies and procedures as provided by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934Trust from time to time. 1.51.7. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of of, Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.71.8. 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 the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with:may (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' financial condition as the Distribution Distributor may reasonably request. 1.81.9. The Distributor Trust may be reimbursed for all from time to time adopt one or a portion of the expenses described above to the extent permitted by a more distribution plan adopted by the Trust on behalf of a Fund plans pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement As compensation for services rendered hereunder, the Distributor shall be deemed entitled to prohibit any receive from the Trust the payments set forth on Schedule II attached hereto, as the same may be amended from time to time by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares agreement of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Actparties. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of Shares (and reallow a portion thereof) as specified in the Trust's registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares Shares as specified in the FundTrust's Registration Statementregistration statement. The Distributor, from time to time, may assign to any third party all or any portion of amounts payable to the Distributor under this Agreement. 1.91.10. The Distributor will execute and deliver 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 requested 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, dealers and other financial institutions (collectively, "Intermediaries"), under such conditions and other industry professionals based on such form(s) of sales support agreements as may be approved by the forms attached hereto or Board of Trustees from time to time. The Distributor also may enter into such agreements if consistent with the conditions established by the Board of Trustees for such agreements and based on the such additional forms of agreement approved from time to time by as it deems appropriate, provided 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 with respect 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 various classes of shares Trust than the overall terms of the Fundsform(s) approved by the Board of Trustees. In entering into and performing such agreements, including but the Distributor shall act as principal and not limited as agent for the Trust or any Fund. Upon the failure of any Intermediary to forms pay for any order for the purchase of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved Shares in accordance with Rule 12b-1 under the 1940 Actterms 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. 1.1 The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust or its transfer agent. 1.2. 1.2 The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios portfolios having investment objectives similar to those of the FundsPortfolios. The Trust further understands that existing and future investors in the Funds Portfolios may invest in shares of such other Portfoliosportfolios. The Trust agrees that the Distributor's duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. 1.3 The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g.E.G., advertisements, brochures and shareholder communications) with respect to each of the FundsPortfolios. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the FundsPortfolios. 1.4. 1.4 All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 1940, as amended (the "1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934, as amended. 1.5. 1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 1.6 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 registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 1.7 The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Funds Portfolios and Shares as the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each FundPortfolio, and, and (b) from time to time such additional information regarding the FundsPortfolios' financial condition as the Distribution Distributor may reasonably request. 1.8. 1.8 The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund Portfolio to the Distributor or by a Fund Portfolio or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund Portfolio are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund Portfolio pursuant to Rule 12b-1 under the 1940 Act. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of the Shares (and reallow a portion thereof) as specified in the Trust's registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the FundTrust's Registration Statementregistration statement. 1.9. 1.9 The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Board of Trustees with respect to the various classes of shares of the FundsPortfolios, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the any instructions of the Trust's ’s Board of Trustees and with the Trust's ’s registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the “1933 Act”), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, among other items, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion promotion, as it believes 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 is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios 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 Portfoliosportfolios. The Trust agrees that the Distributor's ’s duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds, and shall file 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. In addition, the Distributor will provide one or more personssufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect to the Funds. 1.4. All activities by In connection with all matters relating to this Agreement, the Distributor and its agents and employees as distributor of Shares shall agrees to comply 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 ("1933 Act, the 1934 Act, the 1940 Act") by , the Securities regulations of the NASD and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934all other applicable federal and state laws, rules and regulations. 1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's ’s officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. The Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take take, or cause to be taken, all actions that may be reasonably necessary in connection with the registration or qualification of Shares for sale in such states as the Trust directs and in such states as the Distributor may designate recommend to the Trust and which the Trust may approveapproves, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 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 the Distributor may reasonably request; request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: : (a) audited annual and unaudited semi-annual statements of the Trust's ’s books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' ’ financial condition as the Distribution Distributor may reasonably request. 1.8. The Distributor may be reimbursed for all or a portion of the expenses described above and/or compensated for services rendered hereunder, to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 ActAct (the “Plan”). No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealersbanks, banks broker/dealers or other financial institutions through whom shares Shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 ActPlan. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of Shares (and reallow a portion thereof) as specified in the Trust’s registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares Shares as specified in the Fund's Registration StatementTrust’s registration statement. 1.9. The Distributor will execute and deliver 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 requested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any. 1.10. The Distributor shall enter into written agreements with banks, broker/dealers, financial institutions dealers and other industry professionals financial institutions, based on such form(s) of selling group agreements as may be approved by the forms attached hereto or Board of Trustees from time to time. The Distributor also may enter into such agreements based on the such additional forms of agreement as it deems appropriate, provided that the Distributor determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such selling agent under any such selling group agreement do not exceed their responsibility or liability under the form(s) approved from time to time by the Trust's Board of Trustees Trustees, and provided further that the Distributor determines that the overall terms of any such selling group 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. 1.11. The following provisions shall apply with respect to the various classes sale by Distributor of Class B Shares of any Fund, notwithstanding any other provision herein to the contrary: (a) The amounts that are payable under the Plan to Distributor pursuant to Section 1.8 hereof with respect to the Class B Shares of the Funds are the maximum amounts which are set forth in Appendix A to the Plan for the Class B Shares. These amounts shall continue to be the amounts payable with regard to the Class B Shares under the Plan unless and until changed in accordance with the terms of such Plan or this Agreement. The services rendered by Distributor for which such amounts are payable shall be deemed completed at the time of the initial purchase of shares taken into account in computing such amounts. (b) The Trust acknowledges that, under the applicable Plan for Class B Shares of the Funds, including but any payments that Distributor is entitled to receive with respect to Class B Shares shall continue, in accordance with, and subject to, the applicable terms relating to the Class B Shares, regardless of whether Distributor is acting as the principal underwriter for the Company (and affected Funds); provided that the Plan for the Class B Shares has not limited been terminated or modified in a way which affects the payment of such amounts. (c) Distributor shall have the obligation to forms of sales support agreements and shareholder servicing agreements approved pay all applicable dealer allowances (“B Share Allowances”) which selling agents are entitled to receive in connection with the sale of Class B Shares, including any such B Share Allowances, or portions thereof, which registered representatives of Distributor are entitled to receive. (d) To the extent that Distributor engages and uses a distribution and/or servicing plan approved third-party to finance its obligation to pay B Share Allowances as set forth in accordance this section, Distributor shall have the right to assign to such third-party all or any portion of Distributor’s right hereunder to receive fees in connection with Rule 12b-1 under the 1940 Actsale of Class B Shares and to direct the Trust, upon written notice, to make direct payment of these fees to such party, free and clear of any rights to offset or claims of the Trust or any Fund against Distributor.

Services as Distributor. 1.1. 1.1 The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the TrustCompany's Board of Trustees Directors and the TrustCompany's registration statement and prospectus prospectuses then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust Company's transfer agent or its transfer to any qualified broker/dealer for transmittal to said agent. 1.2. 1.2 The Distributor agrees to use appropriate its best efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust Company understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. The Trust Company further understands that existing and future investors in the Funds may invest in shares of such other Portfolios. The Trust Company agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties to the Trust Company under this paragraph Paragraph 1.2. 1.3. The 1.3 Except to the extent that any plan adopted by the Company pursuant to Rule 12b-1 under the Investment Company Act of 1940 provides otherwise, the Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. It is contemplated that the Distributor will enter into selling agreements with qualified broker/dealers and other persons with respect to the offering of Shares to the public, and in so doing will act only on its own behalf as principal. 1.41.4 All Shares offered for sale by the Distributor shall be offered for sale to the public at a price per share (the "offering price") equal to (a) their net asset value (determined in the manner set forth in the Company's charter documents and the then current prospectus) plus, except to those classes of persons or transactions described in the then current Prospectus, (b) a sales charge which shall be the percentage of the offering price of such Shares as set forth in the Company's then current prospectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions by the Distributor to broker/dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker/dealers and persons, as from time to time amended, or if such concessions are described in the Company's then current prospectus, shall be as so set forth. No broker/dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Company in connection with the offering or sale of the Shares to the public or otherwise. 1.5 If any Shares sold by the Company are redeemed or repurchased by the Company or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount above the net asset value received by the Distributor in respect of such Shares, provided that the portion, if any, of such amount re-allowed by the Distributor to broker/dealers or other persons shall be repayable to the Company only to the extent recovered by the Distributor from the broker/dealer or other person involved. The Distributor shall include in each selling agreement with such broker dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Company or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. 1.6 All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 ("1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934. 1.51.7 The Distributor represents and warrants that it is a financial institution required to have an anti-money laundering program that satisfies the requirements of Title III of the US PATRIOT ACT and applicable anti-money laundering regulations ("Applicable Law"), and that: (i) it is acting on behalf of its customers in its dealings with the Company; (ii) it has established and will maintain policies and procedures reasonably designed to comply with Applicable Law. Without limiting the generality of the foregoing, the Distributor agrees that it will comply with Applicable Law with respect to its customers who own shares of a Fund, in accordance with the requirements of Applicable Law: (i) take all legally required steps to identify and verify all customers for whom it acts in dealings with the Company and retain all required customer identification and verification records; (ii) monitor the transactions of the customers for whom it acts in dealings with the Company in order to detect and, where appropriate, report suspicious activities; (iii) perform special due diligence for specific types of accounts (such as correspondent accounts for foreign financial institutions and personal banking accounts for foreign persons) as is (or is in the future) required by applicable law or regulation; and (iv) comply with all applicable laws and regulations regarding the reporting of cash transactions. In addition, the Distributor represents, warrants and agrees that it will be responsible for (i) screening any financial intermediaries that it enters into agreements with in connection with the distribution or servicing of Company shares, to the extent that such intermediaries are considered to be "customers" of the Company or Distributor under applicable customer identification regulations, and (ii) obtaining representations from such financial intermediaries that they have established and will maintain an anti-money laundering program that is compliant with Applicable Law and that they will agree to comply with Applicable Law with respect to their customers who own Company shares. 1.8 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other abnormal circumstances of any kind, the TrustCompany's officers may decline to accept any orders for, for or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. 1.9 The Trust Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust and the Trust Company may approve, and the Trust Company shall pay all fees and other expenses incurred in connection with such registration qualification. The Distributor agrees to pay all expenses related to its own qualification as a broker or qualificationdealer required by any federal or state law or self-regulatory organization and, except as otherwise specifically provided in this Contract, all other expenses incurred by the Distributor in connection with the offering of Shares as contemplated by this Contract. 1.7. 1.10 The Trust Company shall timely furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Funds and Shares as the Distributor may reasonably request; and the Trust Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust Company shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the TrustCompany's books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' financial condition as the Distribution Distributor may reasonably request. 1.8. 1.11 The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund Company represents to the Distributor or that all registration statements and prospectuses filed by a Fund or the Distributor Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to investment dealers, banks or other financial institutions through whom shares Shares have been prepared in conformity with the requirements of said Act and rules and regulations of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 ActSecurities and Exchange Commission thereunder. In additionAs used in this Contract, the Trust terms "registration statement" and "prospectus" shall pay mean any registration statement, prospectus (together with the related statement of additional information) filed with respect to Shares with the Securities and Exchange Commission, and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Company represents and warrants to the Distributor that any registration statement and prospectus, when such become effective, will contain all statements required to be stated therein in conformity with said Act and the proceeds from rules and regulations of said Commission; that all statements of fact contained in any contingent deferred sales charge imposed on such registration statement and prospectus will be true and correct when such registration statement and prospectus become effective; and that neither any registration statement nor any prospectus, when they become 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 redemption statements therein not misleading to a purchaser of the shares as specified in the Fund's Registration Statement. 1.9Shares. The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved Company 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 which, in the light of future developments, may, in the opinion of the Company's counsel, be necessary or advisable. The Company shall promptly notify the Distributor of any advice given to it by the TrustCompany's Board counsel regarding the necessity or advisability so to amend or supplement such registration statement or prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of Trustees with respect a written request from the Distributor to do so, the various classes Distributor may, at its option, terminate this Contract. The Company 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 in this Contract shall in any way limit the Company's right to file at any time such amendments to any registration statements and/or supplements to any prospectus, of shares of whatever character, as the FundsCompany may deem advisable, including but not limited to forms of sales support agreements such right being in all respects absolute and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Actunconditional.

Services as Distributor. 1.1. The 1.1 Distributor will act agrees to serve as agent of the Trust for the distribution of Shares in accordance with the instructions of the Trust's Board ’s Shares of Trustees all series and the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust or its transfer agent. 1.2classes. The Trust grants to Distributor exclusive authority to distribute the Shares. Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares such shares and will to undertake such advertising and promotion as it believes appropriate reasonable in connection with such solicitation. The Trust understands that Distributor agrees to offer and sell the Distributor is and may Shares at the applicable public offering price or net asset value as set forth in the future be Trust’s Registration Statement. 1.2 In distributing the distributor Shares, Distributor shall comply with all applicable laws, 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 shares of other investment Company portfolios ("Portfolios") including Portfolios having investment objectives similar to those FINRA. Likewise, in distributing Shares, Distributor shall comply with the terms of the FundsParticipation Agreement in effect among it, the Trust and the Insurer to which it is offering or selling Shares. 1.3 Distributor 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 Trust further understands that existing and future investors in the Funds may invest in shares services of such other Portfolios. The Trust agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties Distributor to the Trust under this paragraph 1.2Agreement are not exclusive and nothing contained herein shall prevent Distributor 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 Distributor’s obligations under this Agreement. 1.3. The 1.4 Distributor shall, at its own expense, finance such activities as it deems considers reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of other underwriters, broker-dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholdersprospective investors in a Fund, and the printing and mailing of sales literatureliterature to prospective investors in a Fund. The Likewise, Distributor shall, at its own expense, finance such activities as it considers reasonable that are intended to provide services to investors in a Fund. Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications, etc.) with respect to each of for the Funds, and shall file with FINRA or other appropriate regulators all such materials as are required to be filed under applicable laws and regulations. In addition, the Distributor will shall provide one or more personssufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect inquiries regarding the Funds. Except as provided in sections 1.5 and 1.6 below, the Trust will not compensate Distributor for Distributor’s services under this Agreement. 1.5 In the event that one or more Funds adopt a distribution and service plan for any class of Shares, then such Funds may, up to the Fundslimits of the appropriate distribution and service plan, compensate Distributor for all or a part of the activities described in Section 1.4 above. No provision of this Agreement shall be interpreted to prohibit: · a Fund to pay Distributor, · Distributor to pay principal underwriters of Contracts and Policies, or · Distributor or the Trust 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 pursuant to a distribution and service plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. Distributor shall prepare reports to the Trust’s Board of Directors regarding its activities under this Agreement as shall, from time to time, be reasonably requested by the Board, including reports about the use of distribution and service plan payments, if any. 1.41.6 Consistent with the foregoing, Distributor 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. 1.7 In furtherance of its duties under this Agreement, Distributor shall become a party to each Participation Agreement. All activities In furtherance of its duties under this Agreement, Distributor may enter into agreements with the principal underwriters of Contracts and Policies pursuant to which such principal underwriters will promote the indirect sale of classes of Shares of one or more of the Funds as investment options under the Contracts and Policies. Agreements with the principal underwriters of Contracts and Policies shall conform, in substance, to a form approved by the Distributor Trust and its agents and employees as distributor of Shares provide that such underwriters shall comply with carry out their duties under such agreements in compliance with: · all applicable laws, rules rules, and regulations, including, without limitation, o the 1940 Act, o 1933 Act, o 1934 Act, o all rules and regulations made adopted thereunder, and o all rules of FINRA · the Registration Statement, and · the terms of the applicable Participation Agreement. 1.8 Distributor agrees to promptly advise the Trust’s transfer agent, or adopted pursuant any other agent designated in writing by the Trust, of all purchase orders for Shares. Distributor agrees to pay, or arrange payment, for Shares, and to promptly deliver such payment, along with appropriate instructions, to the Investment Company Act Trust or its transfer agent. Subject to the terms of 1940 ("1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934. 1.5. Whenever applicable Participation Agreement, whenever in their judgment such action is warranted by unusual market, economic or political or, political, conditions, or by other circumstances of any kind, the Trust's ’s officers may decline to accept any orders for, or make any sales of Shares until such time as those such officers deem consider it advisable for the Trust to accept such orders and to make such sales. 1.6. The Trust agrees to promptly advise Distributor of its determination to recommence offers and sales of Shares. The Trust’s transfer agent shall record Share transactions in “book-entry” form and maintain such records. 1.9 Distributor agrees that it is a principal underwriter to the Trust as identified in Rule 38a-1 under the 1940 Act and will provide to the Trust the information required of it under the Rule. 1.10 Distributor represents and 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 Trust promptly if an inspection by the appropriate regulatory authorities or an internal examination or audit identifies any material deficiency in this program, and (c) will promptly remedy any such deficiency. 1.11 The Trust agrees, at its own expense expense, to execute any and all documents and to documents, furnish any and all information information, and otherwise to take all actions any other actions, that may be reasonably necessary in connection with registering the registration or qualification Shares under the 1933 Act to the extent necessary to have available for sale the number of Shares for sale as may reasonably be expected to be purchased. Likewise, the Trust 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 Registration Statement (including prospectuses contained therein) under the 1933 Act and the 1▇▇▇ ▇▇▇. 1.12 Consistent with the practice of mutual funds that make their shares available only to separate accounts of insurance companies and other qualified purchasers, the Trust agrees to comply with the terms and conditions of relevant exemptions from the securities laws of such states of the 5▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as Distributor and the Distributor Trust may designate determine. To the extent that exemptions from the securities laws of any such jurisdiction are not available to the Trust and the Shares, the Trust may approveshall, at its own expense, use its best efforts to comply with the registration, notification or qualification requirements of such laws in order for the Shares to be lawfully sold to Insurers in such jurisdiction, and shall maintain any such registration, notification or qualification in effect as long as may be reasonably requested by Distributor. Notwithstanding the foregoing, the Trust shall pay all fees and other expenses incurred not be required to qualify as a foreign corporation or to execute a general consent to service of process in connection with such registration or qualificationany jurisdiction. 1.7. 1.13 The Trust shall furnish Distributor such information about the Trust as Distributor may, from time to time, for use in connection with the sale of Shares, such information with respect to the Funds and 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. Upon request, the Trust also will furnish Distributor with: · annual audited financial statements of the Trust or any Fund, · quarterly earnings statements of the Trust or any Fund, · a monthly list of portfolio securities of each Fund, · as soon as practicable after the end of each month, a monthly balance sheet of each Fund, · any additional information shall fairly show about the financial condition of the Trust or represent what they purport any Fund that Distributor may reasonably request from time to show or representtime. The Trust shall also authorizes Distributor to use any prospectuses contained in the Registration Statement in the forms furnished form time to time to Distributor, and agrees to furnish such quantities of prospectuses as Distributor may reasonably request. Neither Distributor nor any other person is authorized by the Distributor upon request with:Trust to give any information or to make any representations, other than those contained in the Registration Statement or in any sales literature approved by the Trust. 1.14 The Trust represents that the Registration Statement has been prepared in conformity with the requirements of the 1933 Act, 1940 Act and the respective rules and regulations thereunder, including Form N-1A. The Trust represents and warrants that: (a) audited annual the Registration Statement contains all statements required to be made therein in conformity with the 1933 Act and unaudited semi-annual statements of the Trust's books rules thereunder, and accounts with respect to each Fund, and, (b) all statements of fact contained in the Registration Statement are true and correct in all material respects and do not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. To the extent it believes necessary or advisable, the Trust may propose from time to time such additional information regarding amendment or amendments to the Funds' financial condition Registration Statement and such supplement or supplements to prospectuses therein. In the event that Distributor makes a written request to the Trust to amend the Registration Statement or supplement a prospectus and the Trust does not (or cannot) comply with such request within 15 days, then Distributor may terminate this Agreement in accordance with the requirements of Section 4 of this Agreement or decline to make offers of Shares until the requested amendment(s) or supplements are prepared and become effective. The Trust will make every reasonable effort to notify Distributor reasonably far in advance of making any amendment to the Registration Statement or supplementing any prospectus contained therein. 1.15 No Shares may be offered by Distributor or the Trust under any of the provisions of this Agreement, and no orders for the purchase or sale of Shares pursuant to this Agreement will be accepted by the Trust, if and so long as the Distribution may reasonably request. 1.8. The Distributor may be reimbursed for all or a portion effectiveness of the expenses described above Registration Statement is suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the Securities and Exchange Commission (“SEC”); provided, however, that nothing contained in this Section 1.15 will in any way restrict or have an application to or bearing upon the extent permitted by a distribution plan adopted by Trust’s obligation to redeem its shares from any shareholder in accordance with the Trust on behalf of a Fund pursuant to Rule 12b-1 under Registration Statement and the 1940 Act. No provision of this Agreement shall be deemed Notwithstanding the foregoing, Distributor may continue to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares offer Shares until it has been notified in writing of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf occurrence of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the Fund's Registration Statementforegoing events. 1.9. The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the Trust's Board of Trustees with respect to the various classes of shares of the Funds, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the any instructions of the Trust's ’s Board of Trustees (“Board”) and with the Trust's ’s registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the “1933 Act”), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, among other items, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion promotion, as it believes 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 is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios 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 Portfoliosportfolios. The Trust agrees that the Distributor's ’s duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of insurance companies, underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The the Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds, and shall file with FINRA 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. In addition, the Distributor will provide one or more personssufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect to the Funds. 1.4. All activities by In connection with all matters relating to this Agreement, the Distributor and its agents and employees as distributor of Shares shall agrees to comply 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 ("1933 Act, the 1934 Act, the 1940 Act") by , the Securities regulations of FINRA and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934all other applicable federal and state laws, rules and regulations. 1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's ’s officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. The Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take take, or cause to be taken, all actions that may be reasonably necessary in connection with the registration or qualification of Shares for sale in such states as the Trust directs and in such states as the Distributor may designate recommend to the Trust and which the Trust may approveapproves, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 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 the Distributor may reasonably request; request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's ’s books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' ’ financial condition as the Distribution Distributor may reasonably request. 1.8. The Distributor may be reimbursed for all or a portion of the expenses described above and/or compensated for services rendered hereunder, to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions insurance companies through whom shares Shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the Fund's Registration Statement. 1.9. The Distributor will execute shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any. 1.10. The Distributor and deliver the Trust shall enter into written agreements with broker/dealersinsurance companies, financial institutions and other industry professionals based on such form(s) of participation agreement as may be approved by the forms attached hereto or Board from time to time. The Distributor also may enter into such agreements based on the such additional forms of agreement as it deems appropriate, provided that the Distributor determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such insurance company under any such participation agreement do not exceed their responsibility or liability under the form(s) approved from time to time by the Trust's Board Board, and provided further that the Distributor determines that the overall terms of Trustees with respect any such participation agreement are not materially less advantageous to the various classes of shares Trust than the overall terms of the Fundsform(s) approved by the Board. In entering into and performing such agreements, including but the Distributor shall act as principal and not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under as agent for the 1940 ActTrust or any Fund.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the any instructions of the Trust's ’s Board of Trustees and with the Trust's ’s registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the “1933 Act”), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, among other items, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion promotion, as it believes 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 is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios 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 Portfoliosportfolios. The Trust agrees that the Distributor's ’s duties to such Portfolios portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds, and shall file 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. In addition, the Distributor will provide one or more personssufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect to the Funds. 1.4. All activities by In connection with all matters relating to this Agreement, the Distributor and its agents and employees as distributor of Shares shall agrees to comply 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 ("1933 Act, the 1934 Act, the 1940 Act") by , the Securities regulations of the NASD and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934all other applicable federal and state laws, rules and regulations. 1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's ’s officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. The Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take take, or cause to be taken, all actions that may be reasonably necessary in connection with the registration or qualification of Shares for sale in such states as the Trust directs and in such states as the Distributor may designate recommend to the Trust and which the Trust may approveapproves, and the Trust shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. 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 the Distributor may reasonably request; request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with: : (a) audited annual and unaudited semi-annual statements of the Trust's ’s books and accounts with respect to each Fund, and, and (b) from time to time such additional information regarding the Funds' ’ financial condition as the Distribution Distributor may reasonably request. 1.8. The Distributor may be reimbursed for all or a portion of the expenses described above and/or compensated for services rendered hereunder, to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealersbanks, banks broker/dealers or other financial institutions through whom shares Shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of Shares (and reallow a portion thereof) as specified in the Trust’s registration statement and the Trust shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares Shares as specified in the Fund's Registration StatementTrust’s registration statement. 1.9. The Distributor will execute and deliver 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 requested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any. 1.10. The Distributor shall enter into written agreements with banks, broker/dealers, financial institutions dealers and other industry professionals financial institutions, based on such form(s) of selling group agreements as may be approved by the forms attached hereto or Board of Trustees from time to time. The Distributor also may enter into such agreements based on the such additional forms of agreement as it deems appropriate, provided that the Distributor determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such selling agent under any such selling group agreement do not exceed their responsibility or liability under the form(s) approved from time to time by the Trust's Board of Trustees with respect Trustees, and provided further that the Distributor determines that the overall terms of any such selling group agreement are not materially less advantageous to the various classes of shares Trust than the overall terms of the Fundsform(s) approved by the Board of Trustees. In entering into and performing such agreements, including but the Distributor shall act as principal and not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under as agent for the 1940 ActTrust or any Fund.

Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the TrustCompany's Board of Trustees Directors and the TrustCompany's registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust Company or its transfer agent. 1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust Company understands that the Distributor is and may in the future be the distributor of shares of other investment Company company portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. The Trust Company further understands that existing and future investors in the Funds may invest in shares of such other Portfolios. The Trust Company agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties to the Trust Company under this paragraph 1.2. 1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. 1.4. All activities by the Distributor and its agents and employees as distributor of Shares shall comply 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 1940, as amended ("1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934. 1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the TrustCompany's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. The Trust Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the registration or qualification of Shares for sale in such states as the Distributor may designate to the Trust Company and the Trust Company may approve, and the Trust Company shall pay all fees and other expenses incurred in connection with such registration or qualification. 1.7. The Trust Company 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 the Distributor may reasonably request; and the Trust Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust Company shall also furnish the Distributor upon request with: (a) audited annual and unaudited semi-annual statements of the TrustCompany's books and accounts with respect to each Fund, and, (b) from time to time such additional information regarding the Funds' financial condition as the Distribution may reasonably request. 1.8. The Distributor may be reimbursed for all or a portion of the expenses described above to the extent permitted by a distribution plan adopted by the Trust Company on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or the Distributor to investment dealers, banks or other financial institutions through whom shares of the Fund are sold where such payments are made under a distribution plan adopted by the Trust Company on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Trust Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of the shares (and reallow a portion thereof) as specified in the Fund's Registration Statement and the Company shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of the shares as specified in the Fund's Registration Statement. 1.9. The Distributor will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on the forms attached hereto or based on the additional forms of agreement approved from time to time by the TrustCompany's Board of Trustees Directors with respect to the various classes of shares of the Funds, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with a distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.