UMB DISTRIBUTION SERVICES, LLC Milwaukee, Wisconsin 53212 DEALER ASSISTANCE AGREEMENT FOR THE SALE OF SHARES OF SMEAD FUNDS TRUST

Exhibit (e)(ii)

UMB DISTRIBUTION SERVICES, LLC

000 Xxxx Xxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxxxx 00000

DEALER ASSISTANCE AGREEMENT FOR THE SALE OF SHARES

OF XXXXX FUNDS TRUST

Ladies and Gentlemen:

This Dealer Assistance Agreement (the “Agreement”) is entered into between (1) UMB Distribution Services, LLC (“we,” “our” or the “Distributor”), as the principal distributor for Xxxxx Funds Trust (the “Trust”), and (2) the undersigned authorized dealer of shares of the Trust (“you,” “your” or “Dealer”).

We have entered into a Distribution Agreement with the Trust, a Delaware statutory trust registered as an open-end investment management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), in connection with its separate series currently offered and listed on Schedule A hereto (each a “Fund,” and collectively the “Funds”), pursuant to which we have been appointed as principal distributor of shares of the Funds.

This Agreement has been adopted by the Trust, on behalf of the Funds and their classes, as applicable, pursuant to Rule 12b-1 under the 1940 Act under the Trust’s Amended and Restated Ruler 12b-1 Plan (the “Plan”) also adopted in accordance with Rule 12b-1. This Agreement relates to the distribution assistance and/or sub-accounting, account maintenance and personal services to Fund shareholders (together, “shareholder servicing”) to be provided by you to the Trust for which you are entitled to receive payments pursuant to the Plan in accordance with the terms specified below.

To the extent that you provide distribution assistance and/or shareholder servicing in accordance with the Plan and applicable rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to those of your customers who may from time to time directly or beneficially own shares of the Funds, you shall be periodically entitled to a fee pursuant to the Plan.

The fee paid to you with respect to each applicable Fund will be computed and paid quarterly at the annual rate as set forth on the Schedule A hereto and contained in a Fund’s Registration Statement, as amended and supplemented from time to time (“Registration Statement”)(as the same is in effect from time to time), based on the Fund shares that are purchased or acquired by your firm as nominee for your customers, or that are otherwise owned by those customers of your firm whose records, as maintained by the Fund or its transfer agent, UMB Fund Services, Inc. (the “Transfer Agent”), designate your firm as the customers’ dealer of record or holder of record (the “Subject Shares”). For purposes of determining the fees payable under this Agreement, the average daily net asset value of the Subject Shares will be computed in the manner specified in the Registration Statement in connection with the computation of the net asset value of shares for purposes of purchases and redemptions. The portion of the distribution fee that will be used to pay for shareholder servicing for any class of shares of a Fund shall be no more than 0.25% of 1% per annum of the average daily net assets attributable to such class (up to the maximum annual rate set forth on Schedule A hereto).

The total of the fees calculated for each respective Fund for any period with respect to which such calculations are made will be paid within 45 days after the close of such period. We reserve the right at any time to impose minimum fee payment requirements before any periodic payments will be made to you hereunder. In the event payment due for a period is less than $10.00, such payment may not be made during the applicable payment period but will be included with the next scheduled payment when the aggregate due exceeds $10.00.

For Subject Shares purchased by you and redeemed or repurchased within seven days after confirmation by us of your original purchase order for such Subject Shares, you shall promptly refund to us any commissions retained by you on the original sale and any distribution and service payments made to you.

In the case of a Fund or class thereof that has adopted the Plan, we may elect from time to time to make payments to you for shareholder services provided under such Plan, including, without limitation, some or all of the following: establishing and maintaining shareholder accounts and records; assisting with purchase and redemption requests; arranging for bank wires; monitoring dividend payments from the Trust to shareholders and receiving and answering correspondence.

You shall promptly furnish us and the Funds with such information as shall reasonably be requested either by the Board of Trustees of the Trust (the “Board”) or by us with respect to the services provided and the fees paid to you pursuant to this Agreement, including but not limited to blue sky sales reports. We shall furnish the Board, for their review on a quarterly basis, a written report of the amounts expended under the Plan by us and the purposes for which such expenditures were made.

You shall place orders either directly with the Funds’ Transfer Agent in accordance with such procedures as may be established by us or the Transfer Agent, or with the Transfer Agent through the facilities of the National Securities Clearing Corporation (“NSCC”), if available, in accordance with the rules of the NSCC. You are solely responsible for the accuracy, timeliness and completeness of any orders transmitted by you on behalf of your customers for purchases, exchanges or redemptions. You are also solely responsible for ensuring that orders are placed by properly authorized persons, as well as for determining whether a Fund and applicable class is suitable for your customer. In addition, all orders are subject to acceptance or rejection by the Distributor or the relevant Fund in the sole discretion of either. Purchase orders shall be subject to receipt by the Trust’s Transfer Agent of all required documents in proper form and to the minimum initial and subsequent purchase requirements, unless waived by the Funds, as set forth in the Trust’s Registration Statement.

Settlement of transactions shall be in accordance with such procedures as may be established by us, the Transfer Agent or, if applicable, the rules of the NSCC. If payment for purchased shares of a Fund is not received from you, we and the Funds reserve the right forthwith to cancel the sale, or at the option of us or the Funds to sell the shares at the then prevailing net

asset value. In either case, you agree to be responsible for any loss resulting to the Funds and/or to us from your failure to make payments in accordance with these procedures. You shall not be entitled to any gains generated by the cancellation of the purchase.

For all purposes of this Agreement you will be deemed to be an independent contractor and neither you nor any of your employees or agents shall have any authority to act in any matter or in any respect as agent for the Funds or for the Distributor. Neither you nor any of your employees or agents are authorized to make any representation concerning shares of the Funds except those contained in the current Registration Statement or in such financial or other statements that may be furnished to you, or as may properly be included in sales literature of advertisements in accordance with the provisions of the Securities Act of 1933, the 1940 Act and applicable FINRA rules and regulations. By your written acceptance of this Agreement, you agree to and do release, indemnify and hold us and the Trust and the Funds and their trustees, officers, directors, employees and agents harmless from and against any and all liabilities, losses, claims, demands, charges, costs and expenses (including reasonable attorneys fees) resulting from requests, directions, actions or inactions of or by you or your officers, employees or agents or the purchase, redemption, transfer or registration of shares of the Funds (or orders relating to the same) by you or your clients, or from your breach of any of the terms of this Agreement. In the event that we or the Funds determine to refund any amount paid by an investor by reason of any such violation, you shall return to us or to the Funds any commission previously paid with respect to the transaction for which the refund is made. Notwithstanding anything herein to the contrary, the foregoing indemnity and hold harmless agreement shall indefinitely survive the termination of this Agreement.

10.	We may enter into other similar agreements with any other person without your consent.

11.

You represent that you are a FINRA member and agree to maintain membership in FINRA. You agree to abide by all the rules and regulations of the Securities and Exchange Commission and FINRA which are binding upon underwriters and dealers in the distribution of the securities of open-end investment companies, including without limitation, Section 2830 of the FINRA Conduct Rules, all of which are incorporated herein as if set forth in full. You shall comply with all applicable laws including state and Federal laws and the rules and regulations of authorized regulatory agencies. You will not sell or offer for sale shares of any Fund in any state or jurisdiction where (i) you are not qualified to do so, or (ii) the shares are not qualified for sale, including under the blue sky laws and regulations for such state, except for jurisdictions in which they are exempt from qualification. You agree to notify us immediately if your license or registration to act as a broker-dealer is revoked or suspended by any Federal, self-regulatory or state agency. We do not assume any responsibility in connection with your registration under the laws of the various states or jurisdictions or under federal law or your qualification under any applicable law or regulation to offer or sell shares.

12.

Unless otherwise mutually agreed upon in writing, you shall deliver or cause to be delivered to each customer who purchases shares of any Fund from or through you, copies of all annual and interim reports, proxy solicitation materials and any other information and materials relating to such Funds and prepared by or on behalf of the Funds.

13.

You agree to maintain all records required by law relating to transactions involving the Funds, and upon the request by us or the Trust, promptly make such of these records available to us, the Trust or the Trust’s administrator as requested. In addition, you hereby agree to establish appropriate procedures and reporting forms and/or mechanisms and schedules in conjunction with us and the Trust’s administrator, to enable the Trust to identify the location, type of, and sales to all accounts opened and maintained by your customers or by you on behalf of your customers.

14.

You understand and acknowledge that the Funds may offer shares in multiple classes, and you represent and warrant that you have established compliance procedures designed to ensure that your customers are made aware of the terms of each available class of the Fund, to ensure that each customer is offered only shares that are suitable investments for such customer, to ensure that each customer is afforded the opportunity to obtain sales charge break points (if any), as detailed in the Prospectus, and to ensure the proper supervision of your agents or representatives in recommending and offering the multiple classes to your customers.

15.

You hereby certify that you are in compliance and will continue to comply with all applicable anti-money laundering laws, regulations, rules and government guidance and have in place a comprehensive anti-money laundering compliance program that includes: internal policies, procedures and controls for complying with the USA PATRIOT Act, a designated compliance officer, an ongoing training program for appropriate employees and an independent audit function. You also certify that you are in compliance and will continue to comply with the economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”) and have an OFAC compliance program in place that satisfies all applicable laws and regulations. You acknowledge that, because the Distributor will not have access to detailed information about your customers who purchase Subject Shares, you will assume responsibility for compliance with the foregoing laws and regulations with regard to such customers. You hereby agree to notify the Distributor promptly whenever, (i) pursuant to the provisions of your programs, indications of suspicious activity or OFAC matches are detected in connection with the purchase, sale or exchange of the Subject Shares; or (ii) you receive any reports from any regulator(s) pertaining to your compliance with the foregoing laws or regulations in connection with your customers. You agree to cooperate with the Distributor to satisfy anti-money laundering due diligence obligations of the Distributor and the Trust.

16.

The parties agree that any “non-public personal information,” as the term is defined under Regulation S-P (“Reg S-P”), that may be disclosed hereunder is disclosed for the specific purpose of permitting the other party to perform the services set forth in this Agreement. Each party agrees that, with respect to such information, it will comply with Reg S-P and that it will not disclose any non-public personal information received in connection with this Agreement to any other party, except to the extent required to carry out the services set forth in this Agreement or as otherwise permitted by law. Any privacy notice that you send to customers will comply with Title V of the Xxxxx-Xxxxx-Xxxxxx Act and Reg S-P, as each may be amended, and will notify customers that non-public personal information may be provided to financial service providers, such as security broker-dealers or investment companies, as permitted by law. This provision shall survive the termination of this Agreement.

17.	You agree to comply with the requirements of the Shareholder Information Agreement set forth in Appendix A attached hereto regarding the provision of shareholder information pursuant to Rule 22c-2 of the 1940 Act.

18.

Each party represents to the other that all requisite corporate proceedings have been undertaken to authorize it to enter into and perform under this Agreement as contemplated herein, and that the individual that has signed this Agreement below on its behalf is empowered to act for and on behalf of such party with respect to the execution of this Agreement.

19.

This Agreement may be terminated by the Distributor or the Dealer with respect to any Fund at any time for any reason without payment of any penalty. This Agreement will be automatically terminated, without notice, by any act that terminates either the Distribution Agreement with us or the Plan, upon your expulsion or suspension from FINRA or in the event of its “assignment” as that term is defined in the 1940 Act. We may in our sole discretion modify or amend this Agreement upon written notice to you of such modification or amendment, which shall be effective on the date stated in such notice.

20.

The provisions of the Plan and the Distribution Agreement, insofar as they relate to our obligations, are incorporated herein by reference. This Agreement shall become effective upon acceptance and execution by us. All communications to us should be sent to the address shown on the first page of this Agreement. Any notice to you shall be duly given if sent to you at the business or e-mail address specified by you below.

21.	This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without giving effect to the principles of conflicts of law.

22.

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Furthermore, in the event of any inconsistency between the Agreement and the then-current Registration Statement, the terms of the then-current Registration Statement shall control.

[Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer as of the day and year first above written.


		UMB DISTRIBUTION SERVICES, LLC
Name of Dealer (Please Print or Type)*		000 Xxxx Xxxxxx Xxxxxx
		Xxxxxxxxx, Xxxxxxxxx 00000
Address of Dealer



By:		By:
	Authorized Officer		Authorized Officer


	Print Name		Print Name

Date:		Date:

Phone:

Email:

*NOTE: Please sign and return two copies of this Agreement to UMB Distribution Services, LLC, Attention: Xxxxx Xxx Xxxxxxx. Upon acceptance, one countersigned copy will be returned to you for your files.

SCHEDULE A

TO THE

DEALER ASSISTANCE AGREEMENT FOR THE SALE OF SHARES

XXXXX FUNDS TRUST

As of , 2020

Name of Fund

Class

Ticker

CUSIP

Sales

Charge

12b-1 Rate

12b-1

Frequency

Xxxxx Value Fund

Investor Class

SMVLX

00000X000

0.25%

N/A

Class A

SVFAX

00000X000

Yes

0.25%

N/A

Class C

SVFCX

N/A

Yes

0.75%

N/A

Class I1

SVFFX

00000X000

None

N/A

Class I2

XXXXX

X/X

Xxxx

X/X

Xxxxx X0

XXXXX

00000X000

0.50%

N/A

Class R2

SVFKX

00000X000

0.50%

N/A

Class R3

SVFRX

N/A

0.50%

N/A

Class R4

SVFLX

N/A

0.25%

N/A

Class Y

SVFYX

00000X000

N/A

Any additional Funds (or classes of Funds) will be included under this Agreement without the need for an amendment, upon written notice from the Distributor to you. Unless otherwise indicated in writing, all additions or deletions to the existing classes or Funds, whether through new offerings, mergers or acquisitions, will be effective upon Distributor’s provision of written notice to you of such addition or deletion, will automatically fall under the rules established by this Agreement and will not require a signed amendment by both parties.

APPENDIX A

SHAREHOLDER INFORMATION AGREEMENT

FOR THE

XXXXX FUNDS TRUST

1. Definitions. For purposes of this Agreement:

1.1

The term “Fund” includes the Fund’s principal underwriter and transfer agent. The term not does include any “excepted funds” as defined in SEC Rule 22c-2(b) under the 0000 Xxx. The term “excepted fund” means any: (1) money market fund; (2) fund that issues securities that are listed on a national exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund.

1.2

The term “Shares” means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the 1940 Act that are held by the Intermediary.

1.3

The term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name. With respect to an Intermediary which is a retirement plan recordkeeper, the term “Shareholder” means the Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner of Shares. With respect to an Intermediary which is an insurance company, the term “Shareholder” means the holder of interests in a variable annuity or variable life insurance contract issued by the Intermediary.

1.4

The term “written” includes electronic writings and facsimile transmissions.

1.5

The term “Intermediary” shall mean a “financial intermediary” as defined in SEC Rule 22c-2.

1.6

The term “purchase” does not include the automatic reinvestment of dividends.

1.7

The term “promptly” as used in Section 2.1.2 shall mean as soon as practicable but in no event later than 5 business days from the Intermediary’s receipt of the request for information from the Fund or its designee.

2.	Shareholder Information.

2.1

Agreement to Provide Information. On and after the effective date, the Intermediary agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and

transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Intermediary during the period covered by the request.

2.1.1

Period Covered by Request. Requests must set forth a specific period, generally not to exceed 180 days from the date of the request, for which transaction information is sought. However, the Fund may request transaction information older than 180 days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.

2.1.2.

Form and Timing of Response.

(a) The Intermediary agrees to provide, promptly upon request of the Fund or its designee, the requested information specified in 2.1. If requested by the Fund or its designee, Intermediary agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in 2.1 is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in 2.1 for those shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. The Intermediary additionally agrees to inform the Fund whether it plans to perform (i) or (ii).

(b) Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.

(c) To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format.

2.1.3

Limitations on Use of Information. The Fund agrees not to use the information received pursuant to this Agreement for any purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory or legal requirements subject to the privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable state laws.

2.2

Agreement to Restrict Trading. The Intermediary agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder who has been identified by the Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Intermediary’s account) that violate policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

2.2.1

Form of Instructions. Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

2.2.2

Timing of Response. The Intermediary agrees to execute instructions from the Fund to restrict or prohibit trading as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Intermediary.

2.2.3

Confirmation by Intermediary. The Intermediary must provide written confirmation to the Fund that instructions from the Fund to restrict or prohibit trading have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.

3.	Termination. This Agreement shall terminate automatically and with no notice to the Intermediary upon the termination of the Transfer Agency Agreement between the Transfer Agent and the Fund.

IN WITNESS WHEREOF, the undersigned have caused this Shareholder Information Agreement to be executed as of the day and year first above written.

UMB FUND SERVICES, INC.

By:

Title:

[NAME of DEALER]

By:

Title:

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UMB DISTRIBUTION SERVICES, LLC Milwaukee, Wisconsin 53212 DEALER ASSISTANCE AGREEMENT FOR THE SALE OF SHARES OF SMEAD FUNDS TRUST

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