Common use of DUTIES AND REPRESENTATIONS OF THE TRUST Clause in Contracts

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD the Distributor copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD the Distributor copies of all other financial statements, documents and other papers or information which NLD the Distributor may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the Distributor the number of copies of the Funds’ ' Prospectuses as NLD the Distributor shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions action necessary to fix the number of authorized Shares (if such number is not unlimitedlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will shall execute any and all documents, furnish to the Distributor any and all information and information, otherwise use its best efforts to take all actions that may be reasonably necessary and cooperate with the Distributor in taking any action as may be necessary to register or qualify Shares for sale in such under the securities laws of the various states as NLD may designate to of the Funds and the Funds may approve, and the Funds shall pay all fees United States and other expenses incurred in connection with such registration or qualificationjurisdictions ("States") as the Distributor shall designate (subject to approval by the Trust); provided that NLD the Distributor shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. (d) The Trust represents and warrants to NLD the Distributor that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state State of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust Distributor of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration its Articles of TrustIncorporation. (viii) The Registration Statement statement is currently effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ix) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD the Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus Prospectuses will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish represents that it is registered as a closed-end fund under the 1940 Act and that it has and will continue to NLD copies act in conformity with its Declaration of all financial statements Trust, its Bylaws, its Registration Statement and resolutions and other documents instructions of its Board and has and will continue to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery comply with all applicable laws, rules and shall furnish NLD copies of all other financial statementsregulations including without limitation the 1933 Act, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD 1934 Act, the number of copies 1940 Act, the laws of the Funds’ Prospectuses as NLD shall reasonably requeststates in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust shall take, from time take or cause to time, subject be taken all necessary action to register and maintain the approval registration of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale as herein contemplated and shall pay all costs and expenses in connection with the number registration of Shares, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares as reasonably may be expected and for supplying information, prices and other data to be sold pursuant to this Agreementfurnished by the Trust hereunder. (c) The Trust will shall execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Provider and the Funds Trust may approveagree, shall maintain the registration of a sufficient number or amount of Shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify Provider, or qualification; provided that NLD shall not cause Provider to be required to register as a broker-dealer or file a consent to service notified, of process the states in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification which Shares may be withheld, terminated or withdrawn by the Funds at sold and shall notify Provider of any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualificationchange thereto. (d) The Trust represents shall, at its expense, keep Provider fully informed with respect to its affairs as necessary for Provider to perform the Services and to fulfill any applicable regulatory or legal responsibilities. In addition, the Trust shall furnish Provider from time to time such information, documents and reports with respect to the Trust and the Shares as Provider may reasonably request, and the Trust warrants to NLD that: (i) It is a business trust duly organized and existing and that the statements contained in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, any such information shall be validly issued, fully paid true and non-assessable; (vi) This Agreement, when executed correct and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject fairly represent what they purport to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trustrepresent. (viiie) The Trust represents to Provider that all Registration Statement is currently effective Statements and will remain effective Prospectuses of the Trust filed or to be filed with the Commission under the 1933 Act and 1940 Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, 1940 Act, and the rules and regulations of the Commission thereunder; (x) . The Trust represents and warrants to Provider that any Registration Statement and Prospectus contain or Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities the 1933 Act, 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or and Prospectus are or will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus, Prospectus when they shall become such Registration Statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; provided, however, that the above representations are expressly based on the Trust’s reasonable assumption that information supplied by Provider and included in the Trust’s Registration Statements and Prospectus is at all relevant times materially correct and accurate. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment amendments, supplements, reports and other documents as may be necessary or amendments required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement and or Prospectus as, in which omission would make the light statements therein misleading. The Trust shall promptly notify Provider of then-current and then-prospective developments, shall, in any advice given to it by counsel to the opinion Trust regarding the necessity or advisability of its counsel, be necessary in order to have amending or supplementing the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments");Statement. (xiif) It The Trust shall not file any amendment to the Registration Statement or supplement to any Prospectus without giving NLD Provider reasonable notice thereof in advance and if Provider declines to assent to such amendment (after a reasonable time), the Trust may terminate this Agreement forthwith by written notice thereof; providedto Provider without payment of any penalty. If the Trust shall not propose an amendment or amendments and/or supplement or supplements promptly after receipt by the Trust of a written request in good faith from Provider to do so, howeverProvider may, at its option, terminate this Agreement upon no less than 60 days’ written notice. In addition, if, at any time during the term of this Agreement, Provider requests that nothing the Trust make any change in its governing instruments or in its methods of doing business which are necessary in order to comply with any requirement of applicable law or regulation, and the Trust fails (after a reasonable time) to make any such change as requested, Provider may terminate this Agreement forthwith by written notice to the Trust without payment of any penalty. Nothing contained in this Agreement shall in any way limit the Funds’ Trust’s right to file at any time such any amendments to the any Registration Statement or and/or supplements to any Prospectus, of whatever character, as the Funds Trust may deem advisable, with advice of its counsel, such right being in all respects absolute and unconditional; and. (xiiig) All Whenever in its judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, any Shares until such time as the Trust deems it advisable to accept such orders and to make such sales and the Trust shall advise Provider promptly of such determination. (h) The Trust agrees to advise Provider promptly in writing of the Fund are properly registered in the states as required by applicable state laws; andfollowing: (xivi) Any amendment any material correspondence or other material communication by the Commission or its staff relating to the Trust including requests by the Commission for amendments to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein Prospectuses; (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in accordance with effect or the 1940 Act and initiation of any proceeding for that purpose; (iii) the rules and regulations thereunder; all statements happening of any event which makes untrue any statement of a material fact contained made in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at Prospectuses or which requires the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement making of a material fact change in such Registration Statement or will omit to state a material fact required to be stated therein or necessary Prospectuses in order to make the statements therein not misleading to a purchaser of the Shares.misleading; or (xviv) In connection all actions taken by the Commission with respect to any registered representatives maintained under this Agreement, the Trust agrees amendments to cooperate with NLD and provide reports as necessary any Registration Statement or Prospectus which may from time to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply time be filed with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providersCommission. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD AFD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD AFD copies of all other financial statements, documents and other papers or information which NLD AFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD AFD the number of copies of the Funds’ Prospectuses as NLD AFD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD AFD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD AFD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD AFD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD AFD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD AFD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business statutory trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) A. The Trust represents and warrants to NLD that: (i) It that it is a business trust duly organized and existing and in good standing under the laws law of the state its jurisdiction of Delaware; (ii) It organization and is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is registered as an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, . The Trust agrees that it will constitute a legal, valid and binding obligation act in material conformity with its Declaration of the Trust, enforceable against its By-Laws, its Registration Statement, as may be amended from time to time, and the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium resolutions and other instructions of its Board. The Trust agrees to comply in all material respects with the 1933 Act, the 1940 Act and all other applicable federal and state laws of general application affecting the rights and remedies of creditors regulations. The Trust represents and secured parties; (vii) The performance warrants that this Agreement has been duly authorized by all necessary action by the Trust of its obligations hereunder does not under the 1940 Act, state law and will not contravene any provision of the Trust’s Agreement and Declaration of TrustTrust and By-Laws. (viii) B. The Registration Statement is currently effective and will remain effective with respect Trust, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Funds being under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Trust represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Trust further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the Securities and Exchange Commission (“SEC”), including any and all applicable interpretation of such by the staff of the SEC. The Trust shall advise the Distributor promptly of any such determination. D. The Trust agrees to advise the Distributor promptly in writing: (i) of any material correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for saleamendments to the Registration Statement or Prospectus; (ixii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and (iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC. E. The Trust shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. F. The Trust agrees to file from time to time, such amendments to its Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared be necessary in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The order that its Registration Statement and Prospectus will not contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading. G. The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a purchaser statement of Shares; (xi) It will each computation of net asset value. In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time file time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such amendment or amendments reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Registration Statement Distributor within one business day of any such filings. The Trust represents that it will not use or authorize the use of any advertising or sales material unless and Prospectus as, in until such materials have been approved and authorized for use by the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained Distributor. Nothing in this Agreement shall in require the sharing or provision of materials protected by privilege or limitation of disclosure, including any way limit applicable attorney-client privilege or trade secret materials. H. The Trust represents and warrants that its Registration Statement and any advertisements and sales literature prepared by the Funds’ right to file at any time such amendments Trust or its agent (excluding statements relating to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act Distributor and the rules and regulations thereunder; all statements of fact contained in services it provides that are based upon written information furnished by the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an Distributor expressly for inclusion therein) shall not contain any untrue statement of a material fact or will omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulationsmisleading, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer all statements or information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel furnished to the TrustDistributor pursuant to this Agreement shall be true and correct in all material respects.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish represents that it is registered as a closed-end fund under the 1940 Act and that it has and will continue to NLD copies act in conformity with its Declaration of all financial statements Trust, its Bylaws, its Registration Statement and resolutions and other documents instructions of its Board and has and will continue to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery comply with all applicable laws, rules and shall furnish NLD copies of all other financial statementsregulations including without limitation the 1933 Act, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD 1934 Act, the number of copies 1940 Act, the laws of the Funds’ Prospectuses as NLD shall reasonably requeststates in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust shall take, from time take or cause to time, subject be taken all necessary action to register and maintain the approval registration of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale as herein contemplated and shall pay all costs and expenses in connection with the number registration of Shares, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares as reasonably may be expected and for supplying information, prices and other data to be sold pursuant to this Agreementfurnished by the Trust hereunder. (c) The Trust will shall execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Provider and the Funds Trust may approveagree, shall maintain the registration of a sufficient number or amount of Shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify Provider, or qualification; provided that NLD shall not cause Provider to be required to register as a broker-dealer or file a consent to service notified, of process the states in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification which Shares may be withheld, terminated or withdrawn by the Funds at sold and shall notify Provider of any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualificationchange thereto. (d) The Trust represents shall, at its expense, keep Provider fully informed with respect to its affairs as necessary for Provider to perform the Services and to fulfill any applicable regulatory or legal responsibilities. In addition, the Trust shall furnish Provider from time to time such information, documents and reports with respect to the Trust and the Shares as Provider may reasonably request, and the Trust warrants that the statements contained in any such information shall be true and correct and fairly represent what they purport to NLD that:represent. (ie) It is a business trust duly organized The Trust represents to Provider that all Registration Statements and existing and in good standing under the laws Prospectuses of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents Trust filed or to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered be filed with the SEC Commission under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1940 Act, and the rules and regulations of the Commission thereunder; (x) . The Trust represents and warrants to Provider that any Registration Statement and Prospectus contain or Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or and Prospectus are or will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus, Prospectus when they shall become such Registration Statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; provided, however, that the above representations are expressly based on the Trust’s reasonable assumption that information supplied by Provider and included in the Trust’s Registration Statements and Prospectus is at all relevant times materially correct and accurate. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment amendments, supplements, reports and other documents as may be necessary or amendments required in order to: (1) comply with the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement and or Prospectus as, in which omission would make the light statements therein misleading. The Trust shall promptly notify Provider of then-current and then-prospective developments, shall, in any advice given to it by counsel to the opinion Trust regarding the necessity or advisability of its counsel, be necessary in order to have amending or supplementing the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments");Statement. (xiif) It The Trust shall not file any amendment to the Registration Statement or supplement to any Prospectus without giving NLD Provider reasonable notice thereof in advance and if Provider declines to assent to such amendment (after a reasonable time), the Trust may terminate this Agreement forthwith by written notice thereof; providedto Provider without payment of any penalty. If the Trust shall not propose an amendment or amendments and/or supplement or supplements promptly after receipt by the Trust of a written request in good faith from Provider to do so, howeverProvider may, at its option, terminate this Agreement upon no less than 60 days’ written notice. In addition, if, at any time during the term of this Agreement, Provider requests that nothing the Trust make any change in its governing instruments or in its methods of doing business which are necessary in order to comply with any requirement of applicable law or regulation, and the Trust fails (after a reasonable time) to make any such change as requested, Provider may terminate this Agreement forthwith by written notice to the Trust without payment of any penalty. Nothing contained in this Agreement shall in any way limit the Funds’ Trust’s right to file at any time such any amendments to the any Registration Statement or and/or supplements to any Prospectus, of whatever character, as the Funds Trust may deem advisable, with advice of its counsel, such right being in all respects absolute and unconditional; and. (xiiig) All Whenever in its judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, any Shares until such time as the Trust deems it advisable to accept such orders and to make such sales and the Trust shall advise Provider promptly of such determination. (h) The Trust agrees to advise Provider promptly in writing of the Fund are properly registered in the states as required by applicable state laws; andfollowing: (xivi) Any amendment any material correspondence or other material communication by the Commission or its staff relating to the Trust including requests by the Commission for amendments to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein Prospectuses; (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in accordance with effect or the 1940 Act and initiation of any proceeding for that purpose; (iii) the rules and regulations thereunder; all statements happening of any event which makes untrue any statement of a material fact contained made in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at Prospectuses or which requires the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement making of a material fact change in such Registration Statement or will omit to state a material fact required to be stated therein or necessary Prospectuses in order to make the statements therein not misleading to a purchaser of the Shares.misleading; or (xviv) In connection all actions taken by the Commission with respect to any registered representatives maintained under this Agreement, the Trust agrees amendments to cooperate with NLD and provide reports as necessary any Registration Statement or Prospectus which may from time to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply time be filed with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providersCommission. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies represents that it is duly organized and in good standing under the law of all financial statements its jurisdiction of incorporation and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with registered as an open-end management investment company under the distribution of Shares1940 Act. The Trust shall make available agrees that it will act in material conformity with its Declaration of Trust, By-Laws, its Registration Statement as may be amended from time to NLD time and resolutions and other instructions of its Board. The Trust agrees to comply in all material respects with the number 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Trust represents and warrants that this Agreement has been duly authorized by all necessary action by the Trust under the 1940 Act, state law and the Trust's Declaration of copies of the Funds’ Prospectuses as NLD shall reasonably requestTrust and By-Laws. (b) The Trust, or its agent, shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Trust shall takeauthorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, subject to in connection with the approval sale of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this AgreementShares. (c) The Trust represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will execute be fully paid and nonassessable. The Trust further agrees that it shall have the right to suspend the sale of Shares of any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretionresponse to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). NLD The Trust shall furnish advise the Distributor promptly of any such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualificationdetermination. (d) The Trust represents and warrants agrees to NLD thatadvise the Distributor promptly in writing: (i) It is a business trust duly organized and existing and in good standing under of any correspondence or other communication by the laws of SEC or its staff relating to the state of DelawareFunds, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii) It is empowered under applicable laws and in the event of the issuance by its Organizational Documents to enter into and perform this Agreementthe SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii) All proceedings required by of the Organizational Documents have been taken happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to authorize it to enter into and perform its duties under this Agreement;make the statements therein not misleading; and (iv) It is an open-end management investment company registered of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of TrustSEC. (viiie) The Registration Statement is currently effective Trust shall file such reports and will remain effective with respect to all Shares other documents as may be required under applicable federal and state laws and regulations. The Trust shall notify the Distributor in writing of the Funds being offered for sale;states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. (ixf) The Trust agrees to file from time to time such amendments to its Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared be necessary in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The order that its Registration Statement and Prospectus will not contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares;misleading. (xig) It will The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time file copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such amendment or amendments reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Trust represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. (h) The Trust represents and warrants that its Registration Statement and Prospectus as, in any advertisements and sales literature of the light of then-current Trust (excluding statements relating to the Distributor and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have services it provides that are based upon written information furnished by the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xiiDistributor expressly for inclusion therein) It shall not file contain any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulationsmisleading, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer all statements or information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel furnished to the TrustDistributor pursuant to this Agreement shall be true and correct in all material respects.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) A. The Trust represents and warrants to NLD that: (i) It that it is a business trust duly organized and existing and in good standing under the laws law of the state its jurisdiction of Delaware; (ii) It is empowered under applicable laws organization and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is registered as an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, . The Trust agrees that it will constitute a legal, valid and binding obligation act in material conformity with its Declaration of the Trust, enforceable against the Trust in accordance with By-Laws, its terms, subject Registration Statement as may be amended from time to bankruptcy, insolvency, reorganization, moratorium time and resolutions and other instructions of its Board. The Trust agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws of general application affecting the rights and remedies of creditors regulations. The Trust represents and secured parties; (vii) The performance warrants that this Agreement has been duly authorized by all necessary action by the Trust of its obligations hereunder does not under the 1940 Act, state law and will not contravene any provision of the Trust’s Agreement and 's Declaration of TrustTrust and By-Laws. (viii) B. The Registration Statement is currently effective and will remain effective with respect Trust, or its agent, shall take or cause to be taken all necessary action to register Shares of the Funds being under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Trust represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Trust further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Trust shall advise the Distributor promptly of any such determination. D. The Trust agrees to advise the Distributor promptly in writing: (i) of any material correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for saleamendments to the Registration Statement or Prospectus; (ixii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and (iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC. E. The Trust shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. F. The Trust agrees to file from time to time such amendments to its Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared be necessary in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The order that its Registration Statement and Prospectus will not contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading. G. The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a purchaser statement of Shares; (xi) It will each computation of net asset value. In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time file copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such amendment or amendments reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Trust represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. H. The Trust represents and warrants that its Registration Statement and Prospectus as, in any advertisements and sales literature of the light of then-current Trust (excluding statements relating to the Distributor and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have services it provides that are based upon written information furnished by the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xiiDistributor expressly for inclusion therein) It shall not file contain any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulationsmisleading, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer all statements or information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel furnished to the TrustDistributor pursuant to this Agreement shall be true and correct in all material respects.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) A. The Trust represents and warrants to NLD that: (i) It that it is a business trust duly organized and existing and in good standing under the laws law of the state its jurisdiction of Delaware; (ii) It is empowered under applicable laws organization and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is registered as an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, . The Trust agrees that it will constitute a legal, valid and binding obligation act in material conformity with its Declaration of the Trust, enforceable against the Trust in accordance with By-Laws, its terms, subject Registration Statement as may be amended from time to bankruptcy, insolvency, reorganization, moratorium time and resolutions and other instructions of its Board. The Trust agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws of general application affecting the rights and remedies of creditors regulations. The Trust represents and secured parties; (vii) The performance warrants that this Agreement has been duly authorized by all necessary action by the Trust of its obligations hereunder does not under the 1940 Act, state law and will not contravene any provision of the Trust’s Agreement and Declaration of TrustTrust and By-Laws. (viii) B. The Registration Statement is currently effective and will remain effective with respect Trust, or its agent, shall take or cause to be taken all necessary action to register Shares of the Funds being under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Trust represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Trust further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission (“SEC”). The Trust shall advise the Distributor promptly of any such determination. D. The Trust agrees to advise the Distributor promptly in writing: (i) of any material correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for saleamendments to the Registration Statement or Prospectus; (ixii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and (iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC. E. The Trust shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. F. The Trust agrees to file from time to time such amendments to its Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared be necessary in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The order that its Registration Statement and Prospectus will not contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading. G. The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a purchaser statement of Shares; (xi) It will each computation of net asset value. In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time file copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such amendment or amendments reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Trust represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. H. The Trust represents and warrants that its Registration Statement and Prospectus as, in any advertisements and sales literature of the light of then-current Trust (excluding statements relating to the Distributor and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have services it provides that are based upon written information furnished by the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xiiDistributor expressly for inclusion therein) It shall not file contain any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulationsmisleading, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer all statements or information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel furnished to the TrustDistributor pursuant to this Agreement shall be true and correct in all material respects.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an opena closed-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies Each Series of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take any and all actions that may be reasonably necessary to register or qualify Shares Units for sale in such states as NLD the Company may designate to the Funds and the Funds may approvedesignate, and the Funds Series of Trust shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required . (b) Each Series of Trust agrees to register cooperate with the Company and provide reports as a broker-dealer necessary to maintain appropriate licensing and qualifications for the registered representatives of the Company or file a consent any Selling Broker and to service of process in report to the Company any State and the Funds shall not be required to qualify as a foreign corporationcomplaints, Fund arbitrations, litigation or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs matter that may affect a registered representative’s registration status. (c) The Company may rely on and activities as the Funds require will be held harmless from relying on written instructions it receives in connection with such registration or qualificationthe distributions contemplated by this Agreement. (d) The Trust represents and warrants to NLD the Company that: (i) It is a business statutory trust duly organized and existing and in good standing under the laws of the state State of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents the Trust Agreement to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All SharesUnits, when issued, shall be validly issued, fully paid and non-assessable; (viiv) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Series of Trust, enforceable against the applicable Series of Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (viiv) The performance by the Series of Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Trust Agreement and Declaration of Trust.Prospectus; (viiivi) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditionalUnits; and (xiiivii) All Shares of the Fund Units are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State state and the Funds shall not be required to qualify as a foreign corporation, Fund fund or association in any Statestate. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.; (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("“Required Amendments"”); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and; (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares.; (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status.; (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA")Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers.; and (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State state and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any Statestate. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Investment Company Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments")Shares; (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Investment Company Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA")Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC rules and SRO rulesFINRA Rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD AFD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD AFD copies of all other financial statements, documents and other papers or information which NLD AFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD AFD the number of copies of the Funds’ ' Prospectuses as NLD AFD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD AFD may designate to the Funds Trust and the Funds Trust may approve, and the Funds Trust shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD AFD shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD AFD shall furnish such information and other material relating to its affairs and activities as the Funds require Trust requires in connection with such registration or qualification. (d) The Trust represents and warrants to NLD AFD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state State of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust Distributor of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration its Articles of TrustIncorporation. (viii) The Registration Statement statement is currently effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ix) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD AFD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus Prospectuses will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of DelawareOhio; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD Forum copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD Forum copies of all other financial statements, documents and other papers or information which NLD Forum may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD Forum the number of copies of the Funds’ ' Prospectuses as NLD Forum shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions action necessary to fix the number of authorized Shares (if such number is not unlimitedlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will (and not Forum) shall execute any and all documents, furnish any documents and all information and otherwise use its best efforts to take all actions that may be reasonably necessary to register or qualify Shares for sale in such under the securities laws of the various states as NLD may designate to of the Funds United States and the Funds may approveother jurisdictions ("States"). The Trust or its agents (and not Forum) shall maintain, and the Funds shall pay all fees costs of obtaining and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State maintaining, these registrations and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any Statequalifications. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD Forum shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. The Trust shall inform Forum from time to time and as requested of the various States in which each class of Shares is registered and the amounts so registered. (d) The Trust represents and warrants to NLD Forum that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state State of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and Registration statement will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently be effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ixviii) The Registration Statement and Prospectus have been Prospectuses conform or will beconform, as the case may be, carefully prepared in conformity all material respects with the requirements of the Securities Act and the rules and regulations thereunder; (xix) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither Neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xix) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xiixi) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD Forum reasonable advance notice thereof, if practicable; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xivxii) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain conform in all statements required to be stated therein in accordance material respects with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to act in conformity with its Declaration of Trust, By-Laws, its registration statement as may be amended from time to time and resolutions and other instructions of its Board of Trustees and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which shares of the Funds are offered and sold, and the rules and regulations thereunder. 3.2 The Trust shall furnish to NLD copies of all financial statements and other documents take or cause to be delivered taken all necessary action to shareholders or investors at least two (2) Fund Business Days prior to such delivery register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall furnish NLD copies of pay all other financial statements, documents costs and other papers or information which NLD may reasonably request for use expenses in connection with the distribution registration of Shares. Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder. 3.3 The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Distributor and the Funds Trust may approve, shall maintain the registration of a sufficient number or amount of shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify the Distributor, or qualification; provided cause it to be notified, of the states in which the Shares may be sold and shall notify the Distributor of any change to the information. 3.4 The Trust shall, at its expense, keep the Distributor fully informed with regard to its affairs. In addition, the Trust shall furnish Distributor from time to time such information, documents and reports with respect to the Trust and the Shares as Distributor may reasonably request, and the Trust warrants that NLD shall not be required to register as a broker-dealer or file a consent to service of process the statements contained in any State such information shall be true and correct and fairly represent what they purport to represent. 3.5 The Trust represents to Distributor that all registration statements and prospectuses of the Trust filed or to be filed with the Commission under the 1933 Act with respect to the Shares have been and will be prepared in conformity in all material respects with the requirements of the 1933 Act, the 1940 Act, and the Funds rules and regulations of the Commission thereunder. As used in this Agreement the terms "registration statement" and "prospectus" shall not be required to qualify as a foreign corporation, Fund or association in mean any State. Any registration or qualification may be withheld, terminated or withdrawn by statement and prospectus (together with the Funds related statement of additional information) at any time in its discretionnow or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized Distributor that any registration statement and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Sharesprospectus, when issuedsuch registration statement becomes effective, shall be validly issuedwill, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of to the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision best of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will beknowledge, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or Prospectus are or registration statement and prospectus will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement becomes effective; and that neither the Registration Statement registration statement nor any Prospectus, prospectus when they shall become such registration statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary or required in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all the 1940 Act and in order that there may be no untrue statement of a material facts required to be stated therein fact in a registration statement or prospectus, or necessary or required in order that there may be no omission to state a material fact in the registration statement or prospectus which omission would make any the statements therein not misleading misleading. The Trust shall promptly notify the Distributor if it determines that it is necessary to a purchaser of Shares ("Required Amendments"); (xii) It amend or supplement the registration statement. Notwithstanding anything to the contrary in this Section 3.5, the Trust’s representations and warranties in this Section 3.5 are shall not file apply to any statement or omission in a registration statement, prospectus or any other Trust document made in reliance upon or in conformity with information relating to the Distributor and furnished to the Trust or its counsel by the Distributor in writing for the purposes of, and used in the preparation of, such registration statement, prospectus of Trust document. 3.6 The Trust shall provide the Distributor with reasonable advance notice (written or oral) of any anticipated amendment to the Registration Statement registration statement or Prospectus without giving NLD supplement to any prospectus and, whenever reasonably practicable, a copy of any proposed amendment or supplement prior to filing. The Distributor shall (i) promptly provide the Trust with any proposed revisions to such anticipated amendment or supplement in writing and (ii) shall notify the Trust as the Distributor sees fit, of any other proposed revisions, questions or comments on the registration statement, organizational documents or other documentation relating to the Trust. The Trust shall reasonably cooperate with the Distributor to implement reasonable advance notice thereof; provided, however, that nothing and appropriate revisions and to otherwise address questions or comments of the Distributor relating to Trust documentation. Nothing contained in this Agreement shall in any way limit the Funds’ Trust’s right or obligation to file at any time such any amendments to the Registration Statement or Prospectusany registration statement and/or supplements to any prospectus, of whatever character, as the Funds Trust may deem advisable, with advice of its counsel, such right being in all respects absolute and unconditional; and. 3.7 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, any Shares until such time as it deems it advisable to accept such orders and to make such sales and the Trust shall advise Distributor promptly of such determination. 3.8 The Trust agrees to advise the Distributor promptly in writing: (xiiii) All Shares of any correspondence or other communication by the Commission or its staff relating to the Funds including requests by the Commission for amendments to the registration statement or prospectuses; (ii) in the event of the Fund are properly registered issuance by the Commission of any stop order suspending the effectiveness of the registration statement or prospectuses then in effect or the states as required by applicable state laws; andinitiation of any proceeding for that purpose; (xiviii) Any amendment to of the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements happening of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an any event which makes untrue any statement of a material fact made in the registration statement or will omit to state prospectuses or which requires the making of a material fact required to be stated therein change in such registration statement or necessary prospectuses in order to make the statements therein not misleading to a purchaser of the Shares.misleading; and (xviv) In connection of all actions taken by the Commission with respect to any registered representatives maintained under this Agreement, the Trust agrees amendments to cooperate with NLD and provide reports as necessary any registration statement or prospectus which may from time to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply time be filed with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providersCommission. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust represents that it is registered as an open-end management investment company under the Act and that it has and will continue to act in conformity with its Declaration of Trust, By-Laws, its registration statement as may be amended from time to time and resolutions and other instructions of its Board of Trustees and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the Act, the laws of the states in which shares of the Funds are offered and sold, and the rules and regulations thereunder. 3.2 The Trust shall furnish take all necessary action to NLD copies register and maintain the registration of all financial statements the Shares under the 1933 Act for sale as herein contemplated and other documents shall pay or cause to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery paid all costs and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use expenses in connection with the distribution registration of Shares. Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder. 3.3 The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust's officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Distributor and the Funds Trust may approve, shall maintain the qualification of a sufficient number or amount of shares thereunder, and the Funds shall pay or cause to be paid all fees and other expenses which may be incurred in connection with such registration or qualification; provided that NLD shall not be required . 3.4 The Trust shall, at its expense, keep the Distributor fully informed with regard to register as a broker-dealer or file a consent to service of process in any State and its affairs. In addition, the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD Trust shall furnish such information and other material relating Distributor from time to its affairs and activities as the Funds require time, for use in connection with the sale of Shares, such registration or qualificationinformation with respect to the Trust and the Shares as Distributor may reasonably request, and the Trust warrants that the statements contained in any such information shall be true and correct. (d) 3.5 The Trust represents to Distributor that all registration statements and warrants prospectuses of the Trust filed or to NLD that: (i) It is a business trust duly organized and existing and in good standing be filed with the Commission under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective 1933 Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, the Act, and the rules and regulations of the Commission thereunder; . As used in this Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (xtogether with the related statement of additional information) at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. The Registration Statement Trust represents and Prospectus contain or warrants to Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be contained in the Registration Statement or Prospectus are or registration statement and prospectus will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement becomes effective; and that neither the Registration Statement registration statement nor any Prospectus, prospectus when they shall become such registration statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will . The Trust agrees to file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all the Act and in order that there may be no untrue statement of a material facts required to be stated therein fact in a registration statement or prospectus, or necessary in order that there may be no omission to state a material fact in the registration statement or prospectus which omission would make any the statements therein misleading. If the Trust shall not misleading propose an amendment or amendments and/or supplement or supplements promptly after receipt by the Trust of a written request from Distributor to a purchaser of Shares ("Required Amendments"); (xii) It do so, Distributor may, at its option, immediately terminate this Agreement. The Trust shall not file any amendment to the Registration Statement registration statement or Prospectus supplement to any prospectus without giving NLD Distributor reasonable advance notice thereofthereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or Prospectusany registration statement and/or supplements to any prospectus, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to act in conformity with its Declaration of Trust, By-Laws, its registration statement as may be amended from time to time and resolutions and other instructions of its Board of Trustees and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which shares of the Funds are offered and sold, and the rules and regulations thereunder. 3.2 The Trust shall furnish to NLD copies of all financial statements and other documents take or cause to be delivered taken all necessary action to shareholders or investors at least two (2) Fund Business Days prior to such delivery register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall furnish NLD copies of pay all other financial statements, documents costs and other papers or information which NLD may reasonably request for use expenses in connection with the distribution registration of Shares. Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder. 3.3 The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust's officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Distributor and the Funds Trust may approve, shall maintain the registration of a sufficient number or amount of shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify the Distributor, or qualification; provided cause it to be notified, of the states in which the Shares may be sold and shall notify the Distributor of any change to the information. 3.4 The Trust shall, at its expense, keep the Distributor fully informed with regard to its affairs. In addition, the Trust shall furnish Distributor from time to time such information, documents and reports with respect to the Trust and the Shares as Distributor may reasonably request, and the Trust warrants that NLD shall not be required to register as a broker-dealer or file a consent to service of process the statements contained in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information shall be true and other material relating correct and fairly represent what they purport to its affairs and activities as the Funds require in connection with such registration or qualificationrepresent. (d) 3.5 The Trust represents to Distributor that all registration statements and warrants prospectuses of the Trust filed or to NLD that: (i) It is a business trust duly organized and existing and in good standing be filed with the Commission under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective 1933 Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder; . As used in this Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (xtogether with the related statement of additional information) at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. The Registration Statement Trust represents and Prospectus contain or warrants to Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or Prospectus are or registration statement and prospectus will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement becomes effective; and that neither the Registration Statement registration statement nor any Prospectus, prospectus when they shall become such registration statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary or required in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, order that there may be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact in a registration statement or will omit prospectus, or necessary or required in order that there may be no omission to state a material fact required to be stated therein in the registration statement or necessary to prospectus which omission would make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by misleading. The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that promptly notify the account opening forms utilized Distributor of any advice given to it by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the TrustTrust regarding the necessity or advisability of amending or supplementing the registration statement.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to act in conformity with its Declaration of Trust, By-Laws, its registration statement as may be amended from time to time and resolutions and other instructions of its Board of Trustees and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which shares of the Funds are offered and sold, and the rules and regulations thereunder. 3.2 The Trust shall furnish to NLD copies of all financial statements and other documents take or cause to be delivered taken all necessary action to shareholders or investors at least two (2) Fund Business Days prior to such delivery register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall furnish NLD copies of pay all other financial statements, documents costs and other papers or information which NLD may reasonably request for use expenses in connection with the distribution registration of Shares. Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder. 3.3 The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust's officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Distributor and the Funds Trust may approve, shall maintain the qualification of a sufficient number or amount of shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify the Distributor, or qualification; provided cause it to be notified, of the states in which the Shares may be sold and shall notify the Distributor of any change to the information. 3.4 The Trust shall, at its expense, keep the Distributor fully informed with regard to its affairs. In addition, the Trust shall furnish Distributor from time to time such information, documents and reports with respect to the Trust and the Shares as Distributor may reasonably request, and the Trust warrants that NLD shall not be required to register as a broker-dealer or file a consent to service of process the statements contained in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information shall be true and other material relating correct and fairly represent what they purport to its affairs and activities as the Funds require in connection with such registration or qualificationrepresent. (d) 3.5 The Trust represents to Distributor that all registration statements and warrants prospectuses of the Trust filed or to NLD that: (i) It is a business trust duly organized and existing and in good standing be filed with the Commission under the laws of the state of Delaware; (ii) It is empowered under applicable laws 1933 Act and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder; . As used in this Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (xtogether with the related statement of additional information) at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. The Registration Statement Trust represents and Prospectus contain or warrants to Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or Prospectus are or registration statement and prospectus will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement becomes effective; and that neither the Registration Statement registration statement nor any Prospectus, prospectus when they shall become such registration statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary or required in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, order that there may be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact in a registration statement or will omit prospectus, or necessary or required in order that there may be no omission to state a material fact required to be stated therein in the registration statement or necessary to prospectus which omission would make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by misleading. The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that promptly notify the account opening forms utilized Distributor of any advice given to it by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the TrustTrust regarding the necessity or advisability of amending or supplementing the registration statement.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.; (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and; (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares.; (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status.; (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers.; and (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD XTF CAPITAL copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD XTF CAPITAL copies of all other financial statements, documents and other papers or information which NLD XTF CAPITAL may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD XTF CAPITAL the number of copies of the Funds’ Prospectuses as NLD XTF CAPITAL shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD XTF CAPITAL may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD XTF CAPITAL shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD XTF CAPITAL shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD XTF CAPITAL that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD XTF CAPITAL reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD the Distributor copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD the Distributor copies of all other financial statements, documents and other papers or information which NLD the Distributor may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the Distributor the number of copies of the Funds’ ' Prospectuses as NLD the Distributor shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions action necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will shall execute any and all documents, furnish to the Distributor any and all information and information, otherwise use its best efforts to take all actions that may be reasonably necessary and cooperate with the Distributor in taking any action as may be necessary to register or qualify Shares for sale in such under the securities laws of the various states as NLD may designate to of the Funds and the Funds may approve, and the Funds shall pay all fees United States and other expenses incurred in connection with such registration or qualification; provided that NLD jurisdictions ("States") as the Distributor shall not be required designate (subject to register as a broker-dealer or file a consent to service of process in any State and approval by the Funds shall not be required to qualify as a foreign corporation, Fund or association in any StateTrust). Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. The Trust shall adopt a resolution or otherwise authorize the Distributor to execute appropriate documents to affect the registration of the Shares in the States. Appendix B contains a form of resolution. (d) In order for the Distributor to perform its duties hereunder, the Funds shall cause their transfer agent, where necessary or appropriate, (i) to withhold from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all contingent deferred sales charges ("CDSCs") properly payable by the shareholders in accordance with the terms of the applicable Prospectus and pay such amounts to the Distributor as promptly as possible after the settlement date for each redemption of Shares, (ii) to pay to the Distributor all initial sales charges (net of dealer reallowances) and to the various selected dealers and selected agents their applicable reallowances, (iii) to pay to the various selected dealers and selected agents their applicable distribution, service or other trail payments, and (iv) to provide the Distributor with any information that may be necessary for the Distributor to perform its duties under this Agreement. (e) The Trust represents and warrants to NLD the Distributor that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state Commonwealth of DelawareMassachusetts; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Except as disclosed in the Registration Statement, all Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and the Trust will use best efforts to cause the Registration Statement to remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ixviii) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (xix) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct in all material respects at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares;, except that no representation is made with respect to information furnished to the Trust by the Distributor or an affiliate expressly for use in the Registration Statement or Prospectus. (xix) It will from time to time file such amendment or amendments to the amend its Registration Statement and Prospectus or Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xiixi) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD the Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xivxii) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, Prospectuses will be true and correct in all material respects at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD A▇▇▇▇▇ copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD A▇▇▇▇▇ copies of all other financial statements, documents and other papers or information which NLD A▇▇▇▇▇ may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD A▇▇▇▇▇ the number of copies of the Funds’ Prospectuses as NLD A▇▇▇▇▇ shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD A▇▇▇▇▇ may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD A▇▇▇▇▇ shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD A▇▇▇▇▇ shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD A▇▇▇▇▇ that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD A▇▇▇▇▇ reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD A▇▇▇▇▇ and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD A▇▇▇▇▇ any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD A▇▇▇▇▇ may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund investment company or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its their discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.; (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund Funds are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares.; (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status.; (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers.; and (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State state and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any Statestate. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of DelawareOhio; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Investment Company Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments")Shares; (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Investment Company Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA")Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC rules and SRO rulesFINRA Rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of DelawareOhio; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business statutory trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.; (viii) The Registration Statement is currently or will be effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such an amendment or amendments or a supplement or supplements to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, shall be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment or supplement to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments or supplements to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and; (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares.; (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status.; (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers.; and (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall shall, through Gemini Fund Services, LLC, or such other administrator that has been retained by the Trust, furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all material statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all material statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xvxiv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvixv) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xviixvi) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officerofficer of the Trust who is also an officer of Saratoga Capital Management, agent, or legal counsel to the TrustLLC.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust TRUST shall furnish to NLD DISTRIBUTOR copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD DISTRIBUTOR copies of all other financial statements, documents and other papers or information which NLD DISTRIBUTOR may reasonably request for use in connection with the distribution of Shares. The Trust TRUST shall make available to NLD DISTRIBUTOR the number of copies of the Funds’ Prospectuses as NLD DISTRIBUTOR shall reasonably request. (b) The Trust TRUST shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust TRUST will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD DISTRIBUTOR may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD DISTRIBUTOR shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD DISTRIBUTOR shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust TRUST represents and warrants to NLD DISTRIBUTOR that: (i) It is a business trust TRUST duly organized and existing and in good standing under the laws of the state Commonwealth of DelawareMassachusetts; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the TrustTRUST, enforceable against the Trust TRUST in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust TRUST of its obligations hereunder does not and will not contravene any provision of the TrustTRUST’s Agreement and Declaration of TrustTRUST. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD DISTRIBUTOR reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD AFD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD AFD copies of all other financial statements, documents and other papers or information which NLD AFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD AFD the number of copies of the Funds’ Prospectuses as NLD AFD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD AFD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD AFD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD AFD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD AFD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD AFD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund investment company or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its their discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.; (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-then- prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund Funds are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares.; (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status.; (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers.; and (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer broker‐dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end a closed‐end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessablenon‐assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current then‐current and then-then‐ prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"ʺRequired Amendmentsʺ); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"ʺBSAʺ), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Anti‐Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"Actʺ), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money anti‐money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall shall, or cause the Designated Agent to, furnish to NLD AFD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD investors, copies of all other financial statements, documents and other papers or information which NLD AFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD AFD the number of copies of the Funds’ Prospectuses as NLD AFD shall reasonably request. (b) The Trust or the Designated Agent shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust or the Designated Agent will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD AFD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD AFD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD AFD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD AFD that: (i) It is a business statutory trust duly organized and existing and in good standing under the laws of the state State of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents Agreement and Declaration of Trust and By-Laws to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents its Agreement and Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s its Agreement and Declaration of Trust.Trust and By-Laws; (viii) The Registration Statement is currently will be effective and will remain effective with respect prior to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Statement, including the Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain contains or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xix) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD Distributor copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD Distributor copies of all other financial statements, documents and other papers or information which NLD Distributor may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD Distributor the number of copies of the Funds’ ' Prospectuses as NLD Distributor shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD Distributor may designate to the Funds Trust and the Funds Trust may approve, and the Funds Trust shall pay all fees and other expenses incurred in connection with such registration or qualification); provided that NLD Distributor shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD Distributor shall furnish such information and other material relating to its affairs and activities as the Funds require Trust requires in connection with such registration or qualification. (d) The Trust represents and warrants to NLD Distributor that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state State of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents Agreement and Declaration of Trust and Bylaws to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents Agreement and Declaration of Trust and Bylaws have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s its Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ix) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xivxii) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus Prospectuses will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of DelawareMassachusetts; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust shall furnish represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to NLD copies act in conformity with its Agreement and Declaration of all financial statements and other documents to Trust, By-Laws, its registration statement as may be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, amended from time to time, subject and resolutions and other instructions of its Board of Trustees and has and will continue to comply with all applicable laws, rules and regulations including, without limitation, the approval 1933 Act, the 1934 Act, the 1940 Act, the laws of the Board states in which the Shares are offered and any required approval of sold, and the shareholders of the Funds, rules and regulations thereunder. 3.2 The Trust shall take or cause to be taken all necessary actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register and maintain the registration of the Shares under the Securities 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of the Shares under the 1933 Act, to and be responsible for all expenses in connection with maintaining facilities for the end that there will be available issue and transfer of the Shares and for sale the number of Shares as reasonably may be expected supplying information, prices and other data to be sold pursuant to this Agreementfurnished by the Trust hereunder. (c) 3.3 The Trust will shall execute any and all documents, documents and furnish any and all information and otherwise take all actions that actions, which may be reasonably necessary to register or qualify in the discretion of the Trust's officers, in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds and the Funds Trust may approve, shall maintain the qualification of a sufficient number or amount of Shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify Distributor, or qualification; provided cause it to be notified, of the states in which the Shares may be sold and shall notify Distributor of any change to the information. 3.4 The Trust shall, at its expense, keep Distributor fully informed with regard to its affairs. In addition, the Trust shall furnish Distributor from time to time such information, documents and reports with respect to the Trust and the Shares as Distributor may reasonably request, and the Trust warrants that NLD shall not be required to register as a broker-dealer or file a consent to service of process the statements contained in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information shall be true and other material relating correct and fairly represent what they purport to its affairs and activities as the Funds require in connection with such registration or qualificationrepresent. (d) 3.5 The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws Distributor that all registration statements of the state Trust and Prospectuses of Delaware; (ii) It is empowered under applicable laws the Funds, as well as amendments and by its Organizational Documents supplements thereto, filed or to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered be filed with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective Commission with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus Shares, have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder; (x) . The Registration Statement Trust represents and Prospectus contain or warrants to Distributor that any registration statement and any Prospectuses, when such registration statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or Prospectus are or registration statement and the Prospectuses will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement is effective; and that neither the Registration Statement registration statement nor any Prospectus, when they shall become such registration statement is effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary or required in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all the 1940 Act and in order that there may be no untrue statement of a material facts required to be stated therein fact in a registration statement or a Prospectus, or necessary or required in order that there may be no omission to state a material fact in the registration statement or a Prospectus, which omission would make any the statements therein not misleading misleading. The Trust shall promptly notify Distributor of any advice given to a purchaser it by counsel to the Trust regarding the necessity or advisability of Shares ("Required Amendments");amending or supplementing the registration statement. (xii) It 3.6 The Trust shall not file any amendment to the Registration Statement registration statement or supplement to the Prospectus without giving NLD Distributor reasonable notice thereof in advance and if Distributor declines to assent to such amendment (after a reasonable time), the Trust may terminate this Agreement forthwith by written notice thereof; providedto Distributor without payment of any penalty. If the Trust shall not propose an amendment or amendments and/or supplement or supplements promptly after receipt by the Trust of a written request in good faith from Distributor to do so, howeverDistributor may, that nothing at its option, immediately terminate this Agreement. In addition, if, at any time during the term of this Agreement, Distributor requests the Trust to make any change in its governing instruments or in its methods of doing business which are necessary in order to comply with any requirement of applicable law or regulation, and the Trust fails (after a reasonable time) to make any such change as requested, Distributor may terminate this Agreement forthwith by written notice to the Trust without payment of any penalty. Nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such any amendments to any registration statement and/or supplements to the Registration Statement or Prospectus, of whatever character, as the Funds Trust may deem advisable, with advice of its counsel, such right being in all respects absolute and unconditional; and. 3.7 Whenever, in its judgment, such action is warranted by market, economic or political conditions, or by circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, any Shares until such time as it deems advisable to accept such orders and to make such sales and the Trust shall advise Distributor promptly of such determination. 3.8 The Trust agrees to advise Distributor promptly in writing: (xiiii) All Shares of any correspondence or other communication by the Commission or its staff relating to the Funds, including requests by the Commission for amendments to the Trust's registration statement or the Prospectus; (ii) in the event of the Fund are properly registered issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the Prospectus then in effect or the states as required by applicable state laws; andinitiation of any proceeding for that purpose; (xiviii) Any amendment to of the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements happening of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an any event which makes untrue any statement of a material fact made in the registration statement or will omit to state the Prospectus or which requires the making of a material fact required to be stated therein change in such registration statement or necessary the Prospectuses in order to make the statements therein not misleading to a purchaser of the Shares.misleading; and (xviv) In connection of all actions taken by the Commission with respect to any registered representatives maintained under this Agreement, amendments to any registration statement or the Trust agrees Prospectus which may from time to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply time be filed with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providersCommission. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD AFD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD AFD copies of all other financial statements, documents and other papers or information which NLD AFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD AFD the number of copies of the Funds’ Prospectuses as NLD AFD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD AFD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD AFD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD AFD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD AFD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issuedissued and paid for, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD AFD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD Forum copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD Forum copies of all other financial statements, documents and other papers or information which NLD Forum may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD Forum the number of copies of the Funds’ ' Prospectuses as NLD Forum shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions action necessary to fix the number of authorized Shares (if such number is not unlimitedlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will shall execute any and all documents, furnish to Forum any and all information and information, otherwise use its best efforts to take all actions that may be reasonably necessary and cooperate with Forum in taking any action as may be necessary to register or qualify Shares for sale in such states under the securities laws of the various States as NLD may Forum shall designate (subject to approval by the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualificationTrust); provided that NLD Forum shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD Forum shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. (d) The Trust represents and warrants to NLD Forum that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state Commonwealth of DelawareMassachusetts; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for salesale during the term of this Agreement; (ixviii) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (xix) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xix) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xiixi) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD Forum reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xivxii) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus Prospectuses will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD GAD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD GAD copies of all other financial statements, documents and other papers or information which NLD GAD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD GAD the number of copies of the Funds’ Prospectuses as NLD GAD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD GAD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD GAD shall not be required to register as a broker-dealer or file a consent to service of process in any State state and the Funds shall not be required to qualify as a foreign corporation, Fund fund or association in any Statestate. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD GAD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD GAD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.; (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("“Required Amendments"”); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD GAD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and; (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares.; (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD GAD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD GAD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status.; (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA")Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers.; and (xvii) NLD GAD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD CEROS copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD CEROS copies of all other financial statements, documents and other papers or information which NLD CEROS may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD CEROS the number of copies of the Funds’ Prospectuses as NLD CEROS shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD CEROS may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD CEROS shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD CEROS shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD CEROS that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD CEROS reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD CEROS and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD CEROS any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD CEROS may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD Forum copies of all information, financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD Forum may reasonably request for use in connection with the distribution of SharesShares of the Funds, including, upon request by Forum, one certified copy of all financial statements prepared for the Funds by independent public accountants. The Trust shall make available to NLD the Forum such number of copies of the Funds’ ' Prospectuses and SAIs as NLD Forum shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board its Trustees and any required approval of the shareholders of the Fundsits shareholders, all actions action necessary to fix the number of authorized Shares shares of the Funds (if such number is not unlimitedlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the such number of Shares as Forum reasonably may be expected to be sold pursuant to this Agreementsell. (c) The Trust and Forum will execute any and all documents, furnish any and all information and otherwise take all actions that cooperate with each other in taking such action as may be reasonably necessary to register or qualify Shares for sale in under the securities laws of such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualificationjurisdictions as the Trust may designate; provided that NLD Forum shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any Statesuch states. Any registration or such qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD Forum shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. The Trust will pay all fees and expenses of registering Shares under the Securities Act and of qualification and the maintenance of qualification of Shares and its qualification under applicable state securities laws. Forum shall pay all expenses relating to Forum's broker-dealer qualification. (d) The Trust represents will furnish, in reasonable quantities upon request by Forum, copies of annual and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws interim reports of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of TrustFunds. (viiie) The Trust represents that its Registration Statement is currently effective under the Securities Act and will remain effective with respect the Trust's Prospectuses included therein (as in effect from time to all Shares of the Funds being offered for sale; (ixtime) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations of the SEC thereunder; (x) . The Trust represents and warrants that its Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; of the SEC, and that all statements of fact contained or to be contained in the Registration Statement or Prospectus therein are or will be true and correct at the time indicated or on the effective date as the case may be; and that neither the its Registration Statement nor any Prospectusits Prospectuses, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It . The Trust will from time to time file such amendment or amendments to the its Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective future developments, shall, in the opinion of its counsel, be necessary in order to have the its Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It Shares, but, if the Trust shall not file such amendment or amendments within fifteen days following receipt of a written request from Forum to do so, Forum may, at its option, terminate this agreement immediately. The Trust shall not file any amendment to the its Registration Statement or Prospectus Prospectuses without giving NLD Forum reasonable advance notice thereofthereof in advance; provided, however, that nothing contained in this Agreement agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the its Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any . The Trust represents and warrants that any amendment to the its Registration Statement or Prospectus Prospectuses hereafter filed will, when it they becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; of the SEC, that all statements of fact contained in the Registration Statement or Prospectus therein will, when it becomes the same shall become effective, be true and correct at the time indicated or on the effective date as the case may be; and that no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xvxiv) In connection with any registered representatives Registered Representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s Registered Representatives registration status. (xvixv) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xviixvi) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agentadviser, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("“Required Amendments"”); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("“BSA"”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"”), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD Forum copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD Forum copies of all other financial statements, documents and other papers or information which NLD Forum may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD Forum the number of copies of the Funds’ ' Prospectuses as NLD Forum shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions action necessary to fix the number of authorized Shares (if such number is not unlimitedlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will shall execute any and all documents, furnish to Forum any and all information and information, otherwise use its best efforts to take all actions that may be reasonably necessary and cooperate with Forum in taking any action as may be necessary to register or qualify Shares for sale in such states under the securities laws of the various States as NLD may Forum shall designate (subject to approval by the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualificationTrust); provided that NLD Forum shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD Forum shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. (d) The Trust represents and warrants to NLD Forum that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state The Commonwealth of DelawareMassachusetts; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for salesale during the term of this Agreement; (ixviii) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (xix) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xix) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xiixi) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD Forum reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xivxii) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus Prospectuses will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD the Distributor copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD the Distributor copies of all other financial statements, documents and other papers or information which NLD the Distributor may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the Distributor the number of copies of the Funds’ ' Prospectuses as NLD the Distributor shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish to the Distributor any and all information and information, otherwise use its best efforts to take all actions that may be reasonably necessary and cooperate with the Distributor in taking any action as may be necessary to register or qualify Shares for sale in such under the securities laws of the various states as NLD may designate to of the Funds and the Funds may approve, and the Funds shall pay all fees United States and other expenses incurred in connection with such registration or qualificationjurisdictions ("States") as the Distributor shall designate (subject to approval by the Trust); provided that NLD the Distributor shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. (dc) The Trust represents and warrants to NLD the Distributor that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state Commonwealth of DelawareMassachusetts; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trustits Organic Documents. (viii) The Registration Statement statement is currently effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ix) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD the Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus Prospectuses will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD LTC copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD LTC copies of all other financial statements, documents and other papers or information which NLD LTC may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD LTC the number of copies of the Funds’ Prospectuses as NLD LTC shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD LTC may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD LTC shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD LTC shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD LTC that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD LTC reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD AFD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD AFD copies of all other financial statements, documents and other papers or information which NLD AFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD AFD the number of copies of the Funds’ Prospectuses as NLD AFD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD AFD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD AFD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD AFD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD AFD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware______________________________; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD AFD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD Forum copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD Forum copies of all other financial statements, documents and other papers or information which NLD Forum may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD Forum the number of copies of the Funds’ ' Prospectuses as NLD Forum shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions action necessary to fix the number of authorized Shares (if such number is not unlimitedlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will shall execute any and all documents, furnish to Forum any and all information and information, otherwise use its best efforts to take all actions that may be reasonably necessary and cooperate with Forum in taking any action as may be necessary to register or qualify Shares for sale in such under the securities laws of the various states as NLD may designate to of the Funds and the Funds may approve, and the Funds shall pay all fees United States and other expenses incurred in connection with such registration or qualificationjurisdictions ("States") as Forum shall designate (subject to approval by the Trust); provided that NLD Forum shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD Forum shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. (d) The Trust represents and warrants to NLD Forum that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state Commonwealth of DelawareMassachusetts; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement statement is currently effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ixviii) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (xix) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xix) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xiixi) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD Forum reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xivxii) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus Prospectuses will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD AFD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD AFD copies of all other financial statements, documents and other papers or information which NLD AFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD AFD the number of copies of the Funds’ Prospectuses as NLD AFD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD AFD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD AFD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD AFD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD AFD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state State of DelawareDelaware ; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD AFD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to act in conformity with its Declaration of Trust, By-Laws, its registration statement as may be amended from time to time and resolutions and other instructions of its Board of Trustees and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which shares of the Funds are offered and sold, and the rules and regulations thereunder. 3.2 The Trust shall furnish to NLD copies of all financial statements and other documents take or cause to be delivered taken all necessary action to shareholders or investors at least two (2) Fund Business Days prior to such delivery register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall furnish NLD copies of pay all other financial statements, documents costs and other papers or information which NLD may reasonably request for use expenses in connection with the distribution registration of Shares. Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder. 3.3 The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust's officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Distributor and the Funds Trust may approve, shall maintain the qualification of a sufficient number or amount of shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify the Distributor, or qualification; provided cause it to be notified, of the states in which the Shares may be sold and shall notify the Distributor of any change to the information. 3.4 The Trust shall, at its expense, keep the Distributor fully informed with regard to its affairs. In addition, the Trust shall furnish the Distributor from time to time such information, documents and reports with respect to the Trust and the Shares as the Distributor may reasonably request, and the Trust warrants that NLD shall not be required to register as a broker-dealer or file a consent to service of process the statements contained in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information shall be true and other material relating correct and fairly represent what they purport to its affairs and activities as the Funds require in connection with such registration or qualificationrepresent. (d) 3.5 The Trust represents to the Distributor that all registration statements and warrants prospectuses of the Trust filed or to NLD that: (i) It is a business trust duly organized and existing and in good standing be filed with the Commission under the laws of the state of Delaware; (ii) It is empowered under applicable laws 1933 Act and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder; . As used in this Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (xtogether with the related statement of additional information) at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. The Registration Statement Trust represents and Prospectus contain or warrants to the Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or Prospectus are or registration statement and prospectus will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement becomes effective; and that neither the Registration Statement registration statement nor any Prospectus, prospectus when they shall become such registration statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary or required in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, order that there may be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact in a registration statement or will omit prospectus, or necessary or required in order that there may be no omission to state a material fact required to be stated therein in the registration statement or necessary to prospectus which omission would make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by misleading. The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that promptly notify the account opening forms utilized Distributor of any advice given to it by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the TrustTrust regarding the necessity or advisability of amending or supplementing the registration statement.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish represents that it is registered as a closed-end fund under the 1940 Act and that it has and will continue to NLD copies act in conformity with its Declaration of all financial statements Trust, its Bylaws, its Registration Statement and resolutions and other documents instructions of its Board and has and will continue to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery comply with all applicable laws, rules and shall furnish NLD copies of all other financial statementsregulations including without limitation the 1933 Act, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD 1934 Act, the number of copies 1940 Act, the laws of the Funds’ Prospectuses as NLD shall reasonably requeststates in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust shall take, from time take or cause to time, subject be taken all necessary action to register and maintain the approval registration of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale as herein contemplated and shall pay all costs and expenses in connection with the number registration of Shares, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares as reasonably may be expected and for supplying information, prices and other data to be sold pursuant to this Agreementfurnished by the Trust hereunder. (c) The Trust will shall execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Provider and the Funds Trust may approveagree, shall maintain the registration of a sufficient number or amount of Shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify Provider, or qualification; provided that NLD shall not cause Provider to be required to register as a broker-dealer or file a consent to service notified, of process the states in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification which Shares may be withheld, terminated or withdrawn by the Funds at sold and shall notify Provider of any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualificationchange thereto. (d) The Trust represents shall, at its expense, keep Provider fully informed with respect to its affairs as necessary for Provider to perform the Services and to fulfill any applicable regulatory or legal responsibilities. In addition, the Trust shall furnish Provider from time to time such information, documents and reports with respect to the Trust and the Shares as Provider may reasonably request, and the Trust warrants that the statements contained in any such information shall be true and correct and fairly represent what they purport to NLD that:represent. (ie) It is a business trust duly organized The Trust represents to Provider that all Registration Statements and existing and in good standing under the laws Prospectuses of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents Trust filed or to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered be filed with the SEC Commission under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1940 Act, and the rules and regulations of the Commission thereunder; (x) . The Trust represents and warrants to Provider that any Registration Statement and Prospectus contain or Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or and Prospectus are or will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus, Prospectus when they shall become such Registration Statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; provided, however, that the above representations are expressly based on the Trust’s reasonable assumption that information supplied by Provider and included in the Trust’s Registration Statements and Prospectus is at all relevant times materially correct and accurate. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment amendments, supplements, reports and other documents as may be necessary or amendments required in order to: (1) comply with the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement and or Prospectus as, in which omission would make the light statements therein misleading. The Trust shall promptly notify Provider of then-current and then-prospective developments, shall, in any advice given to it by counsel to the opinion Trust regarding the necessity or advisability of its counsel, be necessary in order to have amending or supplementing the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments");Statement. (xiif) It The Trust shall not file any amendment to the Registration Statement or supplement to any Prospectus without giving NLD Provider reasonable notice thereof in advance and if Provider declines to assent to such amendment (after a reasonable time), the Trust may terminate this Agreement forthwith by written notice thereof; providedto Provider without payment of any penalty. If the Trust shall not propose an amendment or amendments and/or supplement or supplements promptly after receipt by the Trust of a written request in good faith from Provider to do so, howeverProvider may, at its option, terminate this Agreement upon no less than 60 days’ written notice. In addition, if, at any time during the term of this Agreement, Provider requests that nothing the Trust make any change in its governing instruments or in its methods of doing business which are necessary in order to comply with any requirement of applicable law or regulation, and the Trust fails (after a reasonable time) to make any such change as requested, Provider may terminate this Agreement forthwith by written notice to the Trust without payment of any penalty. Nothing contained in this Agreement shall in any way limit the Funds’ Trust’s right to file at any time such any amendments to the any Registration Statement or and/or supplements to any Prospectus, of whatever character, as the Funds Trust may deem advisable, with advice of its counsel, such right being in all respects absolute and unconditional; and. (xiiig) All Whenever in its judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, any Shares until such time as the Trust deems it advisable to accept such orders and to make such sales and the Trust shall advise Provider promptly of such determination. (h) The Trust agrees to advise Provider promptly in writing of the Fund are properly registered in the states as required by applicable state laws; andfollowing: (xivi) Any amendment any material correspondence or other material communication by the Commission or its staff relating to the Trust including requests by the Commission for amendments to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein Prospectuses; (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in accordance with effect or the 1940 Act and initiation of any proceeding for that purpose; (iii) the rules and regulations thereunder; all statements happening of any event which makes untrue any statement of a material fact contained made in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at Prospectuses or which requires the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement making of a material fact change in such Registration Statement or will omit to state a material fact required to be stated therein or necessary Prospectuses in order to make the statements therein not misleading to a purchaser of the Shares.misleading; or (xviv) In connection all actions taken by the Commission with respect to any registered representatives maintained under this Agreement, the Trust agrees amendments to cooperate with NLD and provide reports as necessary any Registration Statement or Prospectus which may from time to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply time be filed with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providersCommission. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD AFD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD AFD copies of all other financial statements, documents and other papers or information which NLD AFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD AFD the number of copies of the Funds’ Prospectuses as NLD AFD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD AFD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD AFD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by any of the Funds at any time in its such Fund’s discretion. NLD AFD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD AFD that: (i) It is a business trust corporation duly organized and existing and in good standing under the laws of the state of DelawareMaryland; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("“Required Amendments"”); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD AFD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD CEROS copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD CEROS copies of all other financial statements, documents and other papers or information which NLD CEROS may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD CEROS the number of copies of the Funds’ Prospectuses as NLD CEROS shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD CEROS may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD CEROS shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD CEROS that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.; (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-then- prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("“Required Amendments"”); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD CEROS reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund Funds are properly registered in the states as required by applicable state laws; and; (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares.; (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD CEROS and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD CEROS any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status.; (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("“BSA"”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"”), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers.; and (xvii) NLD CEROS may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the TrustTrust that it reasonably believes to be genuine.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state Commonwealth of DelawareMassachusetts; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-non- assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-then- prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"ʺRequired Amendmentsʺ); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"ʺBSAʺ), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"Actʺ), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives received from an officer, agent, agent or legal counsel to the TrustTrust provided that the Fundʹs Investment Adviser has been given a copy of such instructions.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to NLD copies act in conformity with its Declaration of all financial statements Trust, its By-Laws, its Registration Statement and resolutions and other documents instructions of its Board and has and will continue to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery comply with all applicable laws, rules and shall furnish NLD copies of all other financial statementsregulations including without limitation the 1933 Act, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD 1934 Act, the number of copies 1940 Act, the laws of the Funds’ Prospectuses as NLD shall reasonably requeststates in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust shall take, from time take or cause to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, be taken all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and action to register and maintain the registration of the Shares under the Securities 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of Shares under the 1933 Act, to and be responsible for all expenses in connection with maintaining facilities for the end that there will be available for sale the number issue and transfer of Shares as reasonably may be expected and for supplying information, prices and other data to be sold pursuant to this Agreementfurnished by the Trust hereunder. (c) The Trust will shall execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust’s officers in connection with the registration of the Shares for sale in such states as NLD may designate to the Funds and the Funds Trust may approve, shall maintain the registration of a sufficient number or amount of Shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify Provider, or qualification; provided that NLD shall not cause Provider to be required to register as a broker-dealer or file a consent to service notified, of process the states in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification which Shares may be withheld, terminated or withdrawn by the Funds at sold and shall notify Provider of any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualificationchange thereto. (d) The Trust represents shall, at its expense, keep Provider fully informed with respect to its affairs as necessary for Provider to perform the Services. In addition, the Trust shall furnish Provider from time to time such information, documents and reports with respect to the Trust and the Shares as Provider may reasonably request, and the Trust warrants to NLD that: (i) It is a business trust duly organized and existing and that the statements contained in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, any such information shall be validly issued, fully paid true and non-assessable; (vi) This Agreement, when executed correct and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject fairly represent what they purport to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trustrepresent. (viiie) The Trust represents to Provider that all Registration Statement is currently effective Statements and will remain effective Prospectuses of the Trust filed or to be filed with the Commission under the 1933 Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder; (x) . The Trust represents and warrants to Provider that any Registration Statement and Prospectus contain or Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or and Prospectus are or will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus, Prospectus when they shall become such Registration Statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment amendments, supplements, reports and other documents as may be necessary or amendments required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there are no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement and or Prospectus as, in which omission would make the light statements therein misleading. The Trust shall promptly notify Provider of then-current and then-prospective developments, shall, in any advice given to it by counsel to the opinion Trust regarding the necessity or advisability of its counsel, be necessary in order to have amending or supplementing the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments");Statement. (xiif) It The Trust shall not file any amendment to the Registration Statement or supplement to any Prospectus without giving NLD Provider reasonable notice thereof in advance and if Provider declines to assent to such amendment (after a reasonable time), the Trust may terminate this Agreement forthwith by written notice thereof; providedto Provider without payment of any penalty. If the Trust shall not propose an amendment or amendments and/or supplement or supplements promptly after receipt by the Trust of a written request in good faith from Provider to do so, howeverProvider may, at its option, immediately terminate this Agreement. In addition, if, at any time during the term of this Agreement, Provider requests that nothing the Trust make any change in its governing instruments or in its methods of doing business which are necessary in order to comply with any requirement of applicable law or regulation, and the Trust fails (after a reasonable time) to make any such change as requested, Provider may terminate this Agreement forthwith by written notice to the Trust without payment of any penalty. Nothing contained in this Agreement shall in any way limit the Funds’ Trust’s right to file at any time such any amendments to the any Registration Statement or and/or supplements to the Prospectus, of whatever character, as the Funds Trust may deem advisable, with advice of its counsel, such right being in all respects absolute and unconditional; and. (xiiig) All Whenever in its judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, any Shares until such time as the Trust deems it advisable to accept such orders and to make such sales and the Trust shall advise Provider promptly of such determination. (h) The Trust agrees to advise Provider promptly in writing of the Fund are properly registered in the states as required by applicable state laws; andfollowing: (xivi) Any amendment any correspondence or other communication by the Commission or its staff relating to the Funds including requests by the Commission for amendments to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein Prospectuses; (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in accordance with effect or the 1940 Act and initiation of any proceeding for that purpose; (iii) the rules and regulations thereunder; all statements happening of any event which makes untrue any statement of a material fact contained made in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at Prospectuses or which requires the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement making of a material fact change in such Registration Statement or will omit to state a material fact required to be stated therein or necessary Prospectuses in order to make the statements therein not misleading to a purchaser of the Shares.misleading; or (xviv) In connection all actions taken by the Commission with respect to any registered representatives maintained under this Agreementamendments to any Registration Statement or Prospectus, the Trust agrees which may from time to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply time be filed with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providersCommission. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: : (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD AFD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD AFD copies of all other financial statements, documents and other papers or information which NLD AFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD AFD the number of copies of the FundsFund’ s Prospectuses as NLD AFD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsFund , all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD AFD may designate to the Funds Fund and the Funds Fund may approve, and the Funds Fund shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD AFD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds Fund shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Fund at any time in its discretion. NLD AFD shall furnish such information and other material relating to its affairs and activities as the Funds require Fund requires in connection with such registration or qualification. (d) The Trust represents and warrants to NLD AFD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state Commonwealth of DelawareMassachusetts ; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds Fund being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD AFD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the FundsFund’ s right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds Fund may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD AFD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD AFD copies of all other financial statements, documents and other papers or information which NLD AFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD AFD the number of copies of the Funds’ Prospectuses as NLD AFD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD AFD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD AFD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD AFD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD AFD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD AFD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xvxiv) In connection with any registered representatives Registered Representatives maintained under this Agreement, the Trust agrees to cooperate with NLD AFD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD AFD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s Registered Representatives registration status. (xvixv) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xviixvi) NLD AFD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agentadviser, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD LBC copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD LBC copies of all other financial statements, documents and other papers or information which NLD LBC may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD LBC the number of copies of the Funds’ Prospectuses Fund’s Prospectus as NLD LBC shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsFund, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD LBC may designate to the Funds Fund and the Funds Fund may approve, and the Funds Fund shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD LBC shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds Fund shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Fund at any time in its discretion. NLD LBC shall furnish such information and other material relating to its affairs and activities as the Funds Fund require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD LBC that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of DelawareOhio; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds Fund being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("“Required Amendments"”); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xivxii) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business statutory trust duly organized and existing and in good standing under the laws of the state of DelawareOhio; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; ; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agentadviser, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD Forum copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD Forum copies of all other financial statements, documents and other papers or information which NLD Forum may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD Forum the number of copies of the Funds’ ' Prospectuses as NLD Forum shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions action necessary to fix the number of authorized Shares (if such number is not unlimitedlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will shall execute any and all documents, furnish to Forum any and all information and information, otherwise use its best efforts to take all actions that may be reasonably necessary and cooperate with Forum in taking any action as may be necessary to register or qualify Shares for sale in such under the securities laws of the various states as NLD may designate to of the Funds and the Funds may approve, and the Funds shall pay all fees United States and other expenses incurred in connection with such registration or qualificationjurisdictions ("States") as Forum shall designate (subject to approval by the Trust); provided that NLD Forum shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD Forum shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. (d) The Trust represents and warrants to NLD Forum that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state State of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents Trust Instrument to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents Trust Instrument have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust Forum of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trustits Operating Agreement. (viii) The Registration Statement is currently statement will be effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ix) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD Forum reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus Prospectuses will, when it such amendment becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund investment company or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its their discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.; (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund Funds are properly registered in the states as required by applicable state laws; and; (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares.; (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status.; (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers.; and (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an opena closed-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-then- prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"ʺRequired Amendmentsʺ); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"ʺBSAʺ), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"Actʺ), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD Foreside copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD Foreside copies of all other financial statements, documents and other papers or information which NLD Foreside may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD Foreside the number of copies of the Funds’ ' Prospectuses as NLD Foreside shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions action necessary to fix the number of authorized Shares (if such number is not unlimitedlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will (and not Foreside) shall execute any and all documents, furnish any documents and all information and otherwise use its best efforts to take all actions that may be reasonably necessary to register or qualify Shares for sale in such under the securities laws of the various states as NLD may designate to of the Funds United States and the Funds may approveother jurisdictions ("States"). The Trust or its agents (and not Foreside) shall maintain, and the Funds shall pay all fees costs of obtaining and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State maintaining, these registrations and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any Statequalifications. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD Foreside shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. The Trust shall inform Foreside from time to time and as requested of the various States in which each class of Shares is registered and the amounts so registered. (d) The Trust represents and warrants to NLD Foreside that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state State of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and Registration statement will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently be effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ixviii) The Registration Statement and Prospectus have been Prospectuses conform or will beconform, as the case may be, carefully prepared in conformity all material respects with the requirements of the Securities Act and the rules and regulations thereunder; (xix) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither Neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xix) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xiixi) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD Foreside reasonable advance notice thereof, if practicable; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xivxii) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain conform in all statements required to be stated therein in accordance material respects with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an opena closed-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("“Required Amendments"”); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("“BSA"”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"”), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund investment company or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its their discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business statutory trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is or will be and will continue to be an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.; (viii) The Registration Statement is currently or will be effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-then- prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund Funds are properly registered in the states as required by applicable state laws; and; (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares.; (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status.; (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("“BSA"”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"”), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers.; and (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish represents that it is registered as a closed-end fund under the 1940 Act and that it has and will continue to NLD copies act in conformity with its Declaration of all financial statements Trust, its Bylaws, its Registration Statement and resolutions and other documents instructions of its Board and has and will continue to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery comply with all applicable laws, rules and shall furnish NLD copies of all other financial statementsregulations including without limitation the 1933 Act, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD 1934 Act, the number of copies 1940 Act, the laws of the Funds’ Prospectuses as NLD shall reasonably requeststates in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust shall take, from time take or cause to time, subject be taken all necessary action to register and maintain the approval registration of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale as herein contemplated and shall pay all costs and expenses in connection with the number registration of Shares, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares as reasonably may be expected and for supplying information, prices and other data to be sold pursuant to this Agreementfurnished by the Trust hereunder. (c) The Trust will shall execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Provider and the Funds Trust may approveagree, shall maintain the registration of a sufficient number or amount of Shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify Provider, or qualification; provided that NLD shall not cause Provider to be required to register as a broker-dealer or file a consent to service notified, of process the states in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification which Shares may be withheld, terminated or withdrawn by the Funds at sold and shall notify Provider of any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualificationchange thereto. (d) The Trust represents shall, at its expense, keep Provider fully informed with respect to its affairs as necessary for Provider to perform the Services and to fulfill any applicable regulatory or legal responsibilities. In addition, the Trust shall furnish Provider from time to time such information, documents and reports with respect to the Trust and the Shares as Provider may reasonably request, and the Trust warrants to NLD that: (i) It is a business trust duly organized and existing and that the statements contained in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, any such information shall be validly issued, fully paid true and non-assessable; (vi) This Agreement, when executed correct and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject fairly represent what they purport to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trustrepresent. (viiie) The Trust represents to Provider that all Registration Statement is currently effective Statements and will remain effective Prospectuses of the Trust filed or to be filed with the Commission under 1940 Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1940 Act, and the rules and regulations of the Commission thereunder; (x) . The Trust represents and warrants to Provider that any Registration Statement and Prospectus contain or Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or and Prospectus are or will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus, Prospectus when they shall become such Registration Statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; provided, however, that the above representations are expressly based on the Trust’s reasonable assumption that information supplied by Provider and included in the Trust’s Registration Statements and Prospectus is at all relevant times materially correct and accurate. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment amendments, supplements, reports and other documents as may be necessary or amendments required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement and or Prospectus as, in which omission would make the light statements therein misleading. The Trust shall promptly notify Provider of then-current and then-prospective developments, shall, in any advice given to it by counsel to the opinion Trust regarding the necessity or advisability of its counsel, be necessary in order to have amending or supplementing the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments");Statement. (xiif) It The Trust shall not file any amendment to the Registration Statement or supplement to any Prospectus without giving NLD Provider reasonable notice thereof in advance and if Provider declines to assent to such amendment (after a reasonable time), the Trust may terminate this Agreement forthwith by written notice thereof; providedto Provider without payment of any penalty. If the Trust shall not propose an amendment or amendments and/or supplement or supplements promptly after receipt by the Trust of a written request in good faith from Provider to do so, howeverProvider may, at its option, terminate this Agreement upon no less than 60 days’ written notice. In addition, if, at any time during the term of this Agreement, Provider requests that nothing the Trust make any change in its governing instruments or in its methods of doing business which are necessary in order to comply with any requirement of applicable law or regulation, and the Trust fails (after a reasonable time) to make any such change as requested, Provider may terminate this Agreement forthwith by written notice to the Trust without payment of any penalty. Nothing contained in this Agreement shall in any way limit the Funds’ Trust’s right to file at any time such any amendments to the any Registration Statement or and/or supplements to any Prospectus, of whatever character, as the Funds Trust may deem advisable, with advice of its counsel, such right being in all respects absolute and unconditional; and. (xiiig) All Whenever in its judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, any Shares until such time as the Trust deems it advisable to accept such orders and to make such sales and the Trust shall advise Provider promptly of such determination. (h) The Trust agrees to advise Provider promptly in writing of the Fund are properly registered in the states as required by applicable state laws; andfollowing: (xivi) Any amendment any material correspondence or other material communication by the Commission or its staff relating to the Trust including requests by the Commission for amendments to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein Prospectuses; (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in accordance with effect or the 1940 Act and initiation of any proceeding for that purpose; (iii) the rules and regulations thereunder; all statements happening of any event which makes untrue any statement of a material fact contained made in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at Prospectuses or which requires the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement making of a material fact change in such Registration Statement or will omit to state a material fact required to be stated therein or necessary Prospectuses in order to make the statements therein not misleading to a purchaser of the Shares.misleading; or (xviv) In connection all actions taken by the Commission with respect to any registered representatives maintained under this Agreement, the Trust agrees amendments to cooperate with NLD and provide reports as necessary any Registration Statement or Prospectus which may from time to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply time be filed with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providersCommission. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to act in conformity with its Declaration of Trust, By- Laws, its registration statement as may be amended from time to time and resolutions and other instructions of its Board of Trustees and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which shares of the Funds are offered and sold, and the rules and regulations thereunder. 3.2 The Trust shall furnish to NLD copies of all financial statements and other documents take or cause to be delivered taken all necessary action to shareholders or investors at least two (2) Fund Business Days prior to such delivery register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall furnish NLD copies of pay all other financial statements, documents costs and other papers or information which NLD may reasonably request for use expenses in connection with the distribution registration of Shares. Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder. 3.3 The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust's officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Distributor and the Funds Trust may approve, shall maintain the qualification of a sufficient number or amount of shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify the Distributor, or qualification; provided cause it to be notified, of the states in which the Shares may be sold and shall notify the Distributor of any change to the information. 3.4 The Trust shall, at its expense, keep the Distributor fully informed with regard to its affairs. In addition, the Trust shall furnish Distributor from time to time such information, documents and reports with respect to the Trust and the Shares as Distributor may reasonably request, and the Trust warrants that NLD shall not be required to register as a broker-dealer or file a consent to service of process the statements contained in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information shall be true and other material relating correct and fairly represent what they purport to its affairs and activities as the Funds require in connection with such registration or qualificationrepresent. (d) 3.5 The Trust represents to Distributor that all registration statements and warrants prospectuses of the Trust filed or to NLD that: (i) It is a business trust duly organized and existing and in good standing be filed with the Commission under the laws of the state of Delaware; (ii) It is empowered under applicable laws 1933 Act and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder; . As used in this Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (xtogether with the related statement of additional information) at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. The Registration Statement Trust represents and Prospectus contain or warrants to Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or Prospectus are or registration statement and prospectus will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement becomes effective; and that neither the Registration Statement registration statement nor any Prospectus, prospectus when they shall become such registration statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary or required in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, order that there may be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact in a registration statement or will omit prospectus, or necessary or required in order that there may be no omission to state a material fact required to be stated therein in the registration statement or necessary to prospectus which omission would make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by misleading. The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that promptly notify the account opening forms utilized Distributor of any advice given to it by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the TrustTrust regarding the necessity or advisability of amending or supplementing the registration statement.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD OFD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD OFD copies of all other financial statements, documents and other papers or information which NLD OFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD OFD the number of copies of the Funds’ ' Prospectuses as NLD OFD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD OFD may designate to the Funds Trust and the Funds Trust may approve, and the Funds Trust shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD OFD shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD OFD shall furnish such information and other material relating to its affairs and activities as the Funds require Trust requires in connection with such registration or qualification. (d) The Trust represents and warrants to NLD OFD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state Commonwealth of DelawareMassachusetts; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust Distributor of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration its Articles of TrustIncorporation. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ix) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD OFD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus Prospectuses will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to act in conformity with its Declaration of Trust, By-Laws, its registration statement as may be amended from time to time and resolutions and other instructions of its Board of Trustees and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which shares of the Funds are offered and sold, and the rules and regulations thereunder. 3.2 The Trust shall furnish to NLD copies of all financial statements and other documents take or cause to be delivered taken all necessary action to shareholders or investors at least two (2) Fund Business Days prior to such delivery register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall furnish NLD copies of pay all other financial statements, documents costs and other papers or information which NLD may reasonably request for use expenses in connection with the distribution registration of Shares. Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder. 3.3 The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Distributor and the Funds Trust may approve, shall maintain the qualification of a sufficient number or amount of shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify Distributor, or qualification; provided that NLD shall not cause it to be required to register as a broker-dealer or file a consent to service notified, of process the states in any State and which the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification Shares may be withheldsold and shall notify Distributor of any change to the information. 3.4 The Trust shall, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating expense, keep Distributor fully informed with respect to its affairs as necessary for Distributor to perform its services under this Agreement and activities to fulfill any applicable regulatory or legal responsibilities. In addition, the Trust shall furnish Distributor from time to time such information, documents and reports with respect to the Trust and the Shares as Distributor may reasonably request, and the Funds require Trust warrants that the statements contained in connection with any such registration or qualificationinformation shall be true and correct and fairly represent what they purport to represent. (d) 3.5 The Trust represents to Distributor that all registration statements and warrants prospectuses of the Trust filed or to NLD that: (i) It is a business trust duly organized and existing and in good standing be filed with the Commission under the laws of the state of Delaware; (ii) It is empowered under applicable laws 1933 Act and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder; . As used in this Agreement the terms “registration statement” and “prospectus” shall mean any registration statement and prospectus (xtogether with the related statement of additional information) at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. The Registration Statement Trust represents and Prospectus contain or warrants to Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or Prospectus are or registration statement and prospectus will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement becomes effective; and that neither the Registration Statement registration statement nor any Prospectus, prospectus when they shall become such registration statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary or required in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all the 1940 Act and in order that there may be no untrue statement of a material facts required to be stated therein fact in a registration statement or prospectus, or necessary or required in order that there may be no omission to state a material fact in the registration statement or prospectus which omission would make any the statements therein not misleading misleading. The Trust shall promptly notify Distributor of any advice given to a purchaser it by counsel to the Trust regarding the necessity or advisability of Shares ("Required Amendments");amending or supplementing the registration statement. (xii) It 3.6 The Trust shall not file any amendment to the Registration Statement registration statement or Prospectus supplement to any prospectus without giving NLD Distributor reasonable notice thereof in advance notice thereof; provided, however, that nothing contained and if Distributor in this Agreement shall in any way limit the Funds’ right writing affirmatively declines to file at any time assent to such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and amendment (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of after a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreementreasonable time), the Trust agrees may immediately terminate this Agreement pursuant to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration statusSection 7.3. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. . (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an opena closed-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.; (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; ; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to act in conformity with its Declaration of Trust, By-Laws, its registration statement as it may be amended from time to time and resolutions and other instructions of its Board of Trustees and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which shares of the Funds are offered and sold, and the rules and regulations thereunder. 3.2 The Trust shall furnish to NLD copies of all financial statements and other documents take or cause to be delivered taken all necessary action to shareholders or investors at least two (2) Fund Business Days prior to such delivery register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall furnish NLD copies of pay all other financial statements, documents costs and other papers or information which NLD may reasonably request for use expenses in connection with the distribution registration of Shares. Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder. 3.3 The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Distributor and the Funds Trust may approve, shall maintain the qualification of a sufficient number or amount of shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify the Distributor, or qualification; provided cause it to be notified, of the states in which the Shares may be sold and shall notify the Distributor of any change to the information. 3.4 The Trust shall, at its expense, keep Distributor fully informed with regard to its affairs. In addition, the Trust shall furnish Distributor from time to time such information, documents and reports with respect to the Trust and the Shares as Distributor may reasonably request, and the Trust warrants that NLD shall not be required to register as a broker-dealer or file a consent to service of process the statements contained in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information shall be true and other material relating correct and fairly represent what they purport to its affairs and activities as the Funds require in connection with such registration or qualificationrepresent. (d) 3.5 The Trust represents to Distributor that all registration statements and warrants prospectuses of the Trust filed or to NLD that: (i) It is a business trust duly organized and existing and in good standing be filed with the Commission under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective 1933 Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder; . As used in this Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (xtogether with the related statement of additional information) at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. The Registration Statement Trust represents and Prospectus contain or warrants to Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or Prospectus are or registration statement and prospectus will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement becomes effective; and that neither the Registration Statement registration statement nor any Prospectus, prospectus when they shall become such registration statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary or required in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all the 1940 Act and in order that there may be no untrue statement of a material facts required to be stated therein fact in a registration statement or prospectus, or necessary or required in order that there may be no omission to state a material fact in the registration statement or prospectus which omission would make any the statements therein not misleading misleading. The Trust shall promptly notify Distributor of any advice given to a purchaser it by counsel to the Trust regarding the necessity or advisability of Shares ("Required Amendments");amending or supplementing the registration statement. (xii) It 3.6 The Trust shall not file any amendment to the Registration Statement registration statement or Prospectus supplement to any prospectus without giving NLD Distributor reasonable notice thereof in advance and if Distributor declines to assent to such amendment (after a reasonable time), the Trust may terminate this Agreement forthwith by written notice thereof; providedto Distributor without payment of any penalty. If the Trust shall not propose an amendment or amendments and/or supplement or supplements promptly after receipt by the Trust of a written request in good faith from Distributor to do so, howeverDistributor may, that nothing at its option, immediately terminate this Agreement. In addition, if, at any time during the term of this Agreement, Distributor requests the Trust to make any change in its governing instruments or in its methods of doing business which are necessary in order to comply with any requirement of applicable law or regulation, and the Trust fails (after a reasonable time) to make any such change as requested, Distributor may terminate this Agreement forthwith by written notice to the Trust without payment of any penalty. Nothing contained in this Agreement shall in any way limit the Funds’ Trust’s right to file at any time such any amendments to the Registration Statement or Prospectusany registration statement and/or supplements to any prospectus, of whatever character, as the Funds Trust may deem advisable, with advice of its counsel, such right being in all respects absolute and unconditional; and. 3.7 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, any Shares until such time as it deems it advisable to accept such orders and to make such sales and the Trust shall advise Distributor promptly of such determination. 3.8 The Trust agrees to advise Distributor promptly in writing: (xiiii) All Shares of any correspondence or other communication by the Commission or its staff relating to the Funds including requests by the Commission for amendments to the registration statement or prospectuses; (ii) in the event of the Fund are properly registered issuance by the Commission of any stop order suspending the effectiveness of the registration statement or prospectuses then in effect or the states as required by applicable state laws; andinitiation of any proceeding for that purpose; (xiviii) Any amendment to of the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements happening of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an any event which makes untrue any statement of a material fact made in the registration statement or will omit to state prospectuses or which requires the making of a material fact required to be stated therein change in such registration statement or necessary prospectuses in order to make the statements therein not misleading to a purchaser of the Shares.misleading; and (xviv) In connection of all actions taken by the Commission with respect to any registered representatives maintained under this Agreement, the Trust agrees amendments to cooperate with NLD and provide reports as necessary any registration statement or prospectus which may from time to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply time be filed with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providersCommission. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State state and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any Statestate. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Investment Company Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments")Shares; (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Investment Company Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA")Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC rules and SRO rulesFINRA Rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund investment company or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its their discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business statutory trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is or will be and will continue to be an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-non- assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.; (viii) The Registration Statement is currently or will be effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-then- prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"ʺRequired Amendmentsʺ); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund Funds are properly registered in the states as required by applicable state laws; and; (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares.; (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status.; (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("“BSA"”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"”), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers.; and (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD AFD , and AFD shall in turn furnish to AICC, copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD AFD copies of all other financial statements, documents and other papers or information which NLD AFD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD AFD and AICC the number of copies of the FundsFund’ Prospectuses s Prospectus as NLD AFD and AICC shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsFund, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD AFD or AICC may designate to the Funds Fund and the Funds Fund may approve, and the Funds Fund shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD AFD and AICC shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds Fund shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Fund at any time in its discretion. NLD AFD and AICC shall furnish such information and other material relating to its affairs and activities as the Funds Fund require s in connection with such registration or qualification. (d) The Trust represents and warrants to NLD AFD and AICC that: (i) It is a business statuary trust duly organized and existing and in good standing under the laws of the state of DelawareDelaware ; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds Fund being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD AFD and AICC reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the FundsFund’ s right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds Fund may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an opena closed-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-non- assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-then- prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("“Required Amendments"”); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("“BSA"”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"”), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to act in conformity with its Declaration of Trust, By-Laws, its registration statement as may be amended from time to time and resolutions and other instructions of its Board of Trustees and has and will continue to comply in all material respects with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which shares of the Funds are offered and sold, and the rules and regulations thereunder. 3.2 The Trust shall furnish to NLD copies of all financial statements and other documents take or cause to be delivered taken all necessary action to shareholders or investors at least two (2) Fund Business Days prior to such delivery register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall furnish NLD copies of pay all other financial statements, documents costs and other papers or information which NLD may reasonably request for use expenses in connection with the distribution registration of Shares. Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder. 3.3 The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Distributor and the Funds Trust may approve, shall maintain the qualification of a sufficient number or amount of shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify the Distributor, or qualification; provided that NLD shall not cause it to be required to register as a broker-dealer or file a consent to service notified, of process the states in any State and which the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification Shares may be withheld, terminated or withdrawn by sold and shall notify the Funds at Distributor of any time in its discretion. NLD change to the information. 3.4 The Trust shall furnish such information and other material relating keep the Distributor fully informed with regard to its affairs and activities any expenses associated therewith shall be paid in accordance with Section 2.7. In addition, the Trust shall furnish Distributor from time to time such information, documents and reports with respect to the Trust and the Shares as Distributor may reasonably request, and the Funds require Trust warrants that the statements contained in connection with any such registration or qualificationinformation shall be true and correct and fairly represent what they purport to represent. 3.5 The Trust represents to Distributor that (di) the Trust’s registration statement filed on May 1, 2007 and the Funds’ prospectus dated May 1, 2007 and (ii) all registration statements and prospectuses of the Trust to be filed in the future with the Commission under the 1933 Act and 1940 Act with respect to the Shares have been and will be prepared in conformity in all material respects and to the best of the Trust’s knowledge with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. As used in this Agreement the terms “registration statement” and “prospectus” shall mean any registration statement and prospectus (together with the related statement of additional information) at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. The Trust represents and warrants to NLD that: (i) It is a business trust duly organized Distributor that any registration statement and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Sharesprospectus, when issuedsuch registration statement becomes effective, shall be validly issuedwill, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of to the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision best of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will beknowledge, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or Prospectus are or will registration statement and prospectus will, to the best of the Trust’s knowledge, be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement becomes effective; and that neither the Registration Statement registration statement nor any Prospectusprospectus when such registration statement becomes effective will, when they shall become effective or be authorized for useto the best of the Trust’s knowledge, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary or required in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all the 1940 Act and in order that there may be no untrue statement of a material facts required to be stated therein fact in a registration statement or prospectus, or necessary or required in order that, to the best of the Trust’s knowledge, there may be no omission to state a material fact in the registration statement or prospectus which omission would make any the statements therein not misleading misleading. The Trust shall promptly notify the Distributor if it determines that it is necessary to a purchaser amend or supplement the registration statement. 3.6 The Trust shall provide the Distributor with reasonable advance notice (written or oral) of Shares ("Required Amendments"); (xii) It shall not file any anticipated amendment to the Registration Statement registration statement or Prospectus without giving NLD supplement to any prospectus and, whenever reasonably practicable, a copy of any proposed amendment or supplement prior to filing. The Distributor shall (i) promptly provide the Trust with any proposed revisions to such anticipated amendment or supplement in writing and (ii) shall notify the Trust as the Distributor sees fit, of any other proposed revisions, questions or comments on the registration statement, organizational documents or other documentation relating to the Trust. The Trust shall reasonably cooperate with the Distributor to implement reasonable advance notice thereof; provided, however, that nothing and appropriate revisions and to otherwise address questions or comments of the Distributor relating to Trust documentation. Nothing contained in this Agreement shall in any way limit the Funds’ Trust’s right or obligation to file at any time such any amendments to the Registration Statement or Prospectusany registration statement and/or supplements to any prospectus, of whatever character, as the Funds Trust may deem advisable, with advice of its counsel, such right being in all respects absolute and unconditional; and. 3.7 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, any Shares until such time as it deems it advisable to accept such orders and to make such sales and the Trust shall advise Distributor promptly of such determination. 3.8 The Trust agrees to advise the Distributor promptly in writing: (xiiii) All Shares of any correspondence or other communication by the Commission or its staff relating to the Funds that is deemed by Trust counsel to be material to the Distributor, including requests by the Commission for amendments to the registration statement or prospectuses; (ii) in the event of the Fund are properly registered issuance by the Commission of any stop order suspending the effectiveness of the registration statement or prospectuses then in effect or the states as required by applicable state laws; andinitiation of any proceeding for that purpose; (xiviii) Any amendment to of the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements happening of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an any event which makes untrue any statement of a material fact made in the registration statement or will omit to state prospectuses or which requires the making of a material fact required to be stated therein change in such registration statement or necessary prospectuses in order to make the statements therein not misleading to a purchaser of the Shares.misleading; and (xviv) In connection of all actions taken by the Commission with respect to any registered representatives maintained under this Agreement, the Trust agrees amendments to cooperate with NLD and provide reports as necessary any registration statement or prospectus which may from time to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply time be filed with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providersCommission. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business statutory trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("“Required Amendments"”); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("“BSA"”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"”), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies Each Series of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take any and all actions that may be reasonably necessary to register or qualify Shares Units for sale in such states as NLD the Company may designate to the Funds and the Funds may approvedesignate, and the Funds Series of Trust shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required . (b) Each Series of Trust agrees to register cooperate with the Company and provide reports as a broker-dealer necessary to maintain appropriate licensing and qualifications for the registered representatives of the Company or file a consent any Selling Broker and to service of process in report to the Company any State and the Funds shall not be required to qualify as a foreign corporationcomplaints, Fund arbitrations, litigation or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs matter that may affect a registered representative’s registration status. (c) The Company may rely on and activities as the Funds require will be held harmless from relying on written instructions it receives in connection with such registration or qualificationthe distributions contemplated by this Agreement. (d) The Each Series of Trust represents and warrants to NLD the Company that: (i) It is a business statutory trust duly organized and existing and in good standing under the laws of the state State of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents the Trust Agreement to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All SharesUnits, when issued, shall be validly issued, fully paid and non-assessable; (viiv) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Series of Trust, enforceable against the Series of Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (viiv) The performance by the Series of Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Trust Agreement and Declaration of TrustProspectus. (viiivi) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditionalUnits; and (xiiivii) All Shares of the Fund Units are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.;

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD the Distributor copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD the Distributor copies of all other financial statements, documents and other papers or information which NLD the Distributor may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the Distributor the number of copies of the Funds’ ' Prospectuses as NLD the Distributor shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish to the Distributor any and all information and information, otherwise use its best efforts to take all actions that may be reasonably necessary and cooperate with the Distributor in taking any action as may be necessary to register or qualify Shares for sale in such under the securities laws of the various states as NLD may designate to of the Funds and the Funds may approve, and the Funds shall pay all fees United States and other expenses incurred in connection with such registration or qualificationjurisdictions ("States") as the Distributor shall designate (subject to approval by the Trust); provided that NLD the Distributor shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. (dc) The Trust represents and warrants to NLD the Distributor that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state State of Delaware; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trustits Organic Documents. (viii) The Registration Statement statement is currently effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ix) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD the Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus Prospectuses will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer broker‐dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end a closed‐end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessablenon‐assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current then‐current and then-then‐ prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"ʺRequired Amendmentsʺ); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"ʺBSAʺ), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Anti‐Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"Actʺ), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, ,address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money anti‐money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD the Distributor copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD the Distributor copies of all other financial statements, documents and other papers or information which NLD the Distributor may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the Distributor the number of copies of the Funds’ ' Prospectuses as NLD the Distributor shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions action necessary to fix the number of authorized Shares (if such number is not unlimitedlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will shall execute any and all documents, furnish to the Distributor any and all information and information, otherwise use its best efforts to take all actions that may be reasonably necessary and cooperate with the Distributor in taking any action as may be necessary to register or qualify Shares for sale in such under the securities laws of the various states as NLD may designate to of the Funds and the Funds may approve, and the Funds shall pay all fees United States and other expenses incurred in connection with such registration or qualificationjurisdictions ("States") as the Distributor shall designate (subject to approval by the Trust); provided that NLD the Distributor shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Funds require Trust in connection with such registration or qualification. (d) The Trust represents and warrants to NLD the Distributor that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state State of Delaware; ; (ii) It is empowered under applicable laws and by its Organizational Organic Documents to enter into and perform this Agreement; ; (iii) All proceedings required by the Organizational Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement; ; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to act in conformity with its Declaration of Trust, By-Laws, its registration statement as may be amended from time to time and resolutions and other instructions of its Board of Trustees and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which shares of the Funds are offered and sold, and the rules and regulations issued pursuant to each of the foregoing laws. 3.2 The Trust shall furnish to NLD copies of all financial statements and other documents take or cause to be delivered taken all necessary action to shareholders or investors at least two (2) Fund Business Days prior to such delivery register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall furnish NLD copies of pay all other financial statements, documents costs and other papers or information which NLD may reasonably request for use expenses in connection with the distribution registration of Shares. Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder. 3.3 The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust's officers in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Distributor and the Funds Trust may approve, shall maintain the qualification of a sufficient number or amount of shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify the Distributor, or qualification; provided that NLD shall not cause it to be required to register as a broker-dealer or file a consent to service notified, of process the states in any State and which the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification Shares may be withheld, terminated or withdrawn by sold and shall notify the Funds at Distributor of any time in its discretion. NLD change to the information. 3.4 The Trust shall furnish such information and other material relating keep the Distributor informed with respect to its affairs as necessary for Distributor to perform its services under this Agreement and activities to fulfill any applicable regulatory or legal responsibilities. The Trust shall furnish Distributor from time to time such information, documents and reports with respect to the Trust and the Shares as Distributor may reasonably request, and the Funds require Trust warrants that the statements contained in connection with any such registration or qualificationinformation shall be true and correct in all material respects and fairly represent what they purport to represent. (d) 3.5 The Trust represents to Distributor that all registration statements and warrants prospectuses of the Trust filed or to NLD that: (i) It is a business trust duly organized and existing and in good standing be filed with the Commission under the laws of the state of Delaware; (ii) It is empowered under applicable laws 1933 Act and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder; . As used in this Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (xtogether with the related statement of additional information) at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. The Registration Statement Trust represents and Prospectus contain or warrants to Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or Prospectus are or registration statement and prospectus will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement becomes effective; and that neither the Registration Statement registration statement nor any Prospectus, prospectus when they shall become such registration statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary or required in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, order that there may be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact in a registration statement or will omit prospectus, or necessary or required in order that there may be no omission to state a material fact required to be stated therein in the registration statement or necessary to prospectus which omission would make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by misleading. The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that promptly notify the account opening forms utilized Distributor of any advice given to it by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the TrustTrust regarding the necessity or advisability of amending or supplementing the registration statement.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State state and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any Statestate. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Investment Company Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-then- prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments")Shares; (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and; (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Investment Company Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA")Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC rules and SRO rulesFINRA Rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) 3.1 The Trust shall furnish represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to NLD copies act in conformity with its Declaration of all financial statements and other documents to Trust, By-Laws, its registration statement, as may be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, amended from time to time, subject and resolutions and other instructions of its Board of Trustees and has and will continue to comply with all applicable laws, rules and regulations, including, without limitation, the approval 1933 Act, the 1934 Act, the 1940 Act, the laws of the Board and any required approval states in which shares of the shareholders of Funds are offered and sold, and the Funds, rules and regulations thereunder. 3.2 The Trust shall take or cause to be taken all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and action to register and maintain the registration of the Shares under the Securities 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of Shares under the 1933 Act, to and be responsible for all expenses in connection with maintaining facilities for the end that there will be available for sale the number issue and transfer of Shares as reasonably may be expected and for supplying information, prices and other data to be sold pursuant to this Agreementfurnished by the Trust hereunder. (c) 3.3 The Trust will shall execute any and all documents, documents and furnish any and all information and otherwise take all actions that which may be reasonably necessary to register or qualify in the discretion of the Trust's Trustees in connection with the qualification of the Shares for sale in such states as NLD may designate to the Funds Distributor and the Funds Trust may approve, shall maintain the qualification of a sufficient number or amount of shares thereunder, and the Funds shall pay all fees costs and other expenses incurred in connection with such registration qualification. The Trust shall notify the Distributor, or qualification; provided cause it to be notified, of the states in which the Shares may be sold and shall notify the Distributor of any change to the information. 3.4 The Trust shall, at its expense, keep the Distributor fully informed with regard to its affairs. In addition, the Trust shall furnish Distributor from time to time such information, documents and reports with respect to the Trust and the Shares as Distributor may reasonably request, and the Trust warrants that NLD shall not be required to register as a broker-dealer or file a consent to service of process the statements contained in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information shall be true and other material relating correct and fairly represent what they purport to its affairs and activities as the Funds require in connection with such registration or qualificationrepresent. (d) 3.5 The Trust represents to Distributor that all registration statements and warrants prospectuses of the Trust filed or to NLD that: (i) It is a business trust duly organized and existing and in good standing be filed with the Commission under the laws of the state of Delaware; (ii) It is empowered under applicable laws 1933 Act and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective Act with respect to all the Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or and will be, as the case may be, carefully be prepared in conformity with the requirements of the Securities Act 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder; . As used in this Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (xtogether with the related statement of additional information) at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. The Registration Statement Trust represents and Prospectus contain or warrants to Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in accordance conformity with the Securities 1933 Act, the 1940 Act and the rules and regulations thereunderof the Commission; that all statements of fact contained or to be information contained in the Registration Statement or Prospectus are or registration statement and prospectus will be true and correct at the time indicated or on the effective date as the case may bein all material respects when such registration statement becomes effective; and that neither the Registration Statement registration statement nor any Prospectus, prospectus when they shall become such registration statement becomes effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Trust agrees to a purchaser of Shares; (xi) It will file from time to time file such amendment or amendments to the Registration Statement amendments, supplements, reports and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, other documents as may be necessary or required in order to have comply with the Registration Statement 1933 Act and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, order that there may be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact in a registration statement or will omit prospectus, or necessary or required in order that there may be no omission to state a material fact required to be stated therein in the registration statement or necessary to prospectus which omission would make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by misleading. The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that promptly notify the account opening forms utilized Distributor of any advice given to it by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the TrustTrust regarding the necessity or advisability of amending or supplementing the registration statement.

DUTIES AND REPRESENTATIONS OF THE TRUST. (a) The Trust shall furnish to NLD Distributor copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days business days prior to such delivery and shall furnish NLD Distributor copies of all other financial statements, documents and other papers or information which NLD Distributor may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD Distributor the number of copies of the Funds’ ' Prospectuses as NLD Distributor shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the FundsTrust, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD Distributor may designate to the Funds Trust and the Funds Trust may approve, and the Funds Trust shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD Distributor shall not be required to register as a broker-dealer or file a consent to service of process in any State and neither the Funds Trust nor any Fund or Class thereof shall not be required to qualify as a foreign corporation, Fund trust or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds Trust at any time in its discretion. NLD Distributor shall furnish such information and other material relating to its affairs and activities as the Funds require Trust requires in connection with such registration or qualification. (d) The Trust represents and warrants to NLD Distributor that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state State of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents Trust Instrument and Bylaws to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents Trust Instrument and Bylaws have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vii) The performance by the Trust Distributor of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration its Articles of TrustIncorporation. (viii) The Registration Statement statement is currently effective and will remain effective with respect to all Shares of the Funds and Classes thereof being offered for sale; (ix) The Registration Statement and Prospectus Prospectuses have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus Prospectuses contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus Prospectuses are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus Prospectuses without giving NLD Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ Trust's right to file at any time such amendments to the Registration Statement or ProspectusProspectuses, of whatever character, as the Funds Trust may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus Prospectuses will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.