Common use of Appointment of Distributor Clause in Contracts

Appointment of Distributor. The Fund hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the Fund; (ii) to Shares which may be offered by the Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the Fund; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Prospectus. Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the Fund; (ii) to Shares which may be offered by the Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the Fund; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Prospectus. Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Trust hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund Trust shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Trust or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundTrust; (ii) to Shares which may be offered by the Fund Trust to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the FundTrust; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Trust’s Prospectus. Notwithstanding any other provision hereof, the Fund Trust may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the Fund; (ii) to Shares which may be offered by the Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the Fund; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's ’s Prospectus. Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the Fund; (ii) to Shares which may be offered by the Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the Fund; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Prospectus; or (iv) to Shares which may be sold to persons purchasing such Shares directly from the Fund or the Fund's Transfer Agent. Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Trust hereby appoints the MCC as Distributor as its exclusive agent for the distribution of the Trust's Shares, and the Distributor MCC hereby accepts such appointment under the terms of this Agreement. The Fund Trust shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Trust or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundTrust; (ii) to Shares which may be offered by the Fund Trust to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the FundTrust; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the FundTrust's Prospectus. Notwithstanding any other provision hereof, the Fund Trust may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund hereby appoints the Distributor as its exclusive agent principal distributor for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right appointment shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the Fund; (ii) to Shares which may be offered by the Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the Fund; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Prospectus; or (iv) directly through the Fund's transfer agent in the manner set forth in the Registration Statement. Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Trust hereby appoints the IDI as Distributor as its exclusive agent for the distribution of the Trust's Shares, and the Distributor IDI hereby accepts such appointment under the terms of this Agreement. The Fund Trust shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Trust or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundTrust; (ii) to Shares which may be offered by the Fund Trust to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the FundTrust; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the FundTrust's Prospectus. Notwithstanding any other provision hereof, the Fund Trust may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund hereby appoints the Distributor Distribu- tor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this AgreementAgree- ment. The Fund shall not sell any Shares to any person except to fill orders or- ders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment in- vestment company with the Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the Fund; (ii) to Shares which may be offered by the Fund to its shareholders for reinvestment of cash distributed from capital gains or of net investment income of the Fund; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Prospectus. Notwithstanding any other provision hereof, the Fund may terminateter- minate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the Fund; (ii) to Shares which may be offered issued by the Fund to its shareholders Shareholders for reinvestment of cash distributed from capital gains or net investment income dividends and/or distributions in lieu of the Fundpayment of such dividends and/or distribution in cash; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Prospectus. Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Adviser and Company hereby appoints the appoint Distributor as its exclusive agent for the distribution of Shares of the SharesPortfolios, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund Company shall not sell any Portfolio Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Company or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundCompany; (ii) to Shares which may be offered by the Fund Company to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the FundPortfolio; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Funda Portfolio's Prospectus. Notwithstanding any other provision hereof, the Fund Company may terminate, suspend, or withdraw the offering of the a Portfolio's Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Trust hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. , The Fund Trust shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Trust or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundTrust; (ii) to Shares which may be offered by the Fund Trust to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the FundTrust; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Trust’s Prospectus. Notwithstanding any other provision hereof, the Fund Trust may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Adviser and Company hereby appoints the appoint Distributor as its exclusive agent for the distribution of Shares of the SharesPortfolios, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund Company shall not sell any Portfolio Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Company or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundCompany; (ii) to Shares which may be offered by the Fund Company to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the FundPortfolio; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Funda Portfolio's Prospectus. Notwithstanding any other provision hereof, the Fund Company may terminate, suspend, or withdraw the offering of the a Portfolio’s Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Trust hereby appoints the Distributor as its exclusive agent principal distributor for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund Trust shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right appointment shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Trust or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundTrust; (ii) to Shares which may be offered by the Fund each Portfolio to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the FundPortfolio; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Funda Portfolio's Prospectus; or (iv) directly through the Trust's transfer agent in the manner set forth in the Registration Statement. Notwithstanding any other provision hereof, the Fund Trust may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Trust hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund Trust shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Trust or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundTrust; (ii) to Shares which may be offered by the Fund Trust to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the FundTrust; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the FundTrust's Prospectus. Notwithstanding any other provision hereof, the Fund Trust may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the Fund; (ii) to Shares which may be offered by the Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the Fund; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Prospectus, or (iv) to Shares which may be sold to persons purchasing Shares directly from the Fund or the Fund's Transfer Agent. Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal. 2.

Appointment of Distributor. The Fund hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the Fund; (ii) to Shares which may be offered by the Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the Fund; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Prospectus, or (iv) in connection with a reorganization of the Fund or any Portfolio. Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Company hereby appoints the Distributor as its exclusive agent for the distribution of the Fund Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund Funds shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the any Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the any Fund; (ii) to Shares which may be offered by the a Fund to its shareholders for reinvestment of cash distributed from capital gains realized or net investment income of the Fund; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the a Fund's Prospectus. Notwithstanding any other provision hereof, the Fund Company may terminate, suspend, or withdraw the offering of Shares of any one or more of the Shares Funds whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares of the affected Funds after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Trust hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund Trust shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Trust or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundTrust; (ii) to Shares which may be offered by the Fund Funds to its their shareholders for reinvestment of cash distributed from capital gains or net investment income of the FundTrust; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Funds’ Prospectuses, or (iv) in connection with a reorganization of the Trust or any Fund's Prospectus. Notwithstanding any other provision hereof, the Fund Trust may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the Fund; (ii) to Shares which may be offered issued by the Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income dividends and/or distributions in lieu of the Fundpayment of such dividends and/or distribution in cash; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Funda Portfolio's Prospectusprospectus. Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Trust hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund Trust shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Trust or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundTrust; (ii) to Shares which may be offered by the Fund Trust to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the FundTrust; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Trust’s Prospectus. Notwithstanding any other provision hereof, the Fund Trust may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.. 1| P a g e

Appointment of Distributor. The Fund hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the Fund; (ii) to Shares which may be offered by the Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the Fund; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Prospectus; or (iv) to Shares which may be sold to persons purchasing such Shares directly from the Fund or the Fund's Transfer Agent. Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal. 2.

Appointment of Distributor. The Fund Trust hereby appoints the Distributor as its exclusive agent for the distribution of the Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund Trust shall not sell any Shares to any person except to fill orders for the Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Trust or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundTrust; (ii) to Shares which may be offered by the Fund Trust to its shareholders for reinvestment of cash distributed from capital gains or net investment income of the FundTrust; or (iii) to Shares which may be issued to shareholders of other funds Trusts who exercise any exchange privilege set forth in the FundTrust's Prospectus. Notwithstanding any other provision hereof, the Fund Trust may terminate, suspend, or withdraw the offering of the Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Shares after it receives notice of such termination, suspension or withdrawal.

Appointment of Distributor. The Fund Trust hereby appoints the Distributor as its exclusive agent for the distribution of the Fund's Shares, and the Distributor hereby accepts such appointment under the terms of this Agreement. The Fund Trust shall not sell any Fund Shares to any person except to fill orders for the Fund Shares received through the Distributor; provided, however, that the foregoing exclusive right shall not apply: (i) to Fund Shares issued or sold in connection with the merger or consolidation of any other investment company with the Fund Trust or the acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company by the FundTrust; (ii) to Shares which may be offered by the Trust to Fund to its shareholders for reinvestment of cash distributed from capital gains realized or net investment income of the Fund; or (iii) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Fund's Prospectus. Notwithstanding any other provision hereof, the Fund Trust may terminate, suspend, or withdraw the offering of the Fund Shares whenever, in its sole discretion, it deems such action to be desirable, and the Distributor shall process no further orders for Fund Shares after it receives notice of such termination, suspension or withdrawal.