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DISTRIBUTION AGREEMENT

THIS AGREEMENT is made and entered into as of November 7, 2019 to become effective on December 31, 2019 by and between BMO Funds, Inc. (the “Client”) having its principal place of business at 111 East Kilbourn Avenue, Milwaukee, Wisconsin 53202, and Foreside Financial Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

WHEREAS, the Client is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and is authorized to issue shares of common stock (“Shares”) in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, the Client desires to retain the Distributor as principal underwriter in connection with the offering of the Shares of each series of the Client listed on Exhibit A hereto (as amended from time to time) (each a “Fund” and collectively the “Funds”);

WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”);

WHEREAS, this Agreement has been approved by a vote of the Client’s board of directors (the “Board”) and its disinterested directors in conformity with Section 15(c) of the 1940 Act; and

WHEREAS, the Distributor is willing to act as principal underwriter for the Client on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.        Appointment of Distributor. The Client hereby appoints the Distributor as its principal underwriter for the distribution of Shares of the Funds, on the terms and conditions set forth in this Agreement, and the Distributor hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement.

2.        Services and Duties of the Distributor.

A.        The Distributor agrees to act as the principal underwriter of the Client for distribution of the Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “Prospectus” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s)

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thereto (the “Registration Statement”) of the Client under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act.

B.         During the continuous public offering of Shares of the Funds, the Distributor shall use its best efforts to distribute the Shares but shall not be obligated to sell any certain number of Shares. All orders for Shares shall be made through financial intermediaries or submitted directly to the applicable Fund or its designated agent. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Shares in uncertificated form.

C.        The Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (“FundSERV”). The Client acknowledges and agrees that the Distributor shall not be responsible for any operational matters associated with FundSERV or Networking transactions, including but not limited to taking orders from financial intermediaries.

D.        The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations regarding the Funds other than as contained in the Prospectus and any sales literature and advertising materials specifically approved in writing by the Client or the investment adviser to the Fund(s).

E.        The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and shall, on a timely basis, file with FINRA those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Client any comments provided by regulators with respect to such materials.

F.        At the request of the Client, the Distributor shall enter into the Standard Dealer Agreement (as defined below), and may, in its discretion, enter into non-standard dealer agreements with financial intermediaries as the Client may select, in order that such broker-dealers and other intermediaries may sell Shares of the Funds. The Fund’s form of dealer agreement and/or selling agreement shall be approved by the Client’s Board (“Standard Dealer Agreement”).

G.        The Client acknowledges and agrees that the Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received an authorized corresponding payment from the applicable Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such Plan been approved by the Client’s Board.

H.        The Distributor shall monitor amounts paid to Distributor in connection with the Fund’s Rule 12b-1 Plan for compliance with applicable FINRA rules.

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I.         The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.

J.         The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Client, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder.

K.        The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.

L.         Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction or to maintain its registration in any jurisdiction in which it is now registered; provided that the Distributor shall at all times during the term of this Agreement be registered as a broker-dealer with the SEC under the 1934 Act and a member in good standing of FINRA.

M.         The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.

N.     The Distributor shall, as soon as reasonably possible thereafter, notify the Client of any changes in how the Distributor provides the services contemplated under this Agreement that would materially and adversely affect the Client or the Funds.

O.    The Distributor shall, as soon as reasonably practicable thereafter, notify the Client of any material adverse change in the Distributor’s regulatory status that would prevent or materially impair the Distributor from carrying out its duties and obligations under this Agreement.

P. The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Client shall at all times remain the property of the Client, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. Records may be surrendered in the form in which such records are maintained, or in electronic form if such electronic form is compliant with Rule 31a-2 under the 1940 Act, at the option of the Distributor. The Distributor shall assist the Client and its designated agents or, upon approval of the Client , any regulatory or self-regulatory body, in any requested review of the records maintained by the Distributor pursuant to Rule 31a-1(d) under the 1940 Act.

Q. During the term of this Agreement, the Distributor will maintain at its expense,

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insurance coverage adequate to cover the services provided by the Distributor to the Client hereunder. Upon the Client’s reasonable request, which in no event shall be more than once annually, the Distributor shall furnish to the Client a summary of the Distributor’s applicable insurance coverage. Distributor shall, as soon as reasonably practicable, notify the Client of any material adverse change in the terms or provisions of its insurance coverage, and such notification shall include the date and reason(s) for such change.

R. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to compliance with, and material violations of, the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Client’s Chief Compliance Officer or Board.

S.        The Distributor shall enter into and shall maintain in effect at all times during the term of this Agreement a business continuity plan, including internal systems or arrangements with appropriate parties making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Client and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. The Distributor shall take commercially reasonable steps to minimize service interruptions.

3.            Representations, Warranties and Covenants of the Client.

A.      The Client hereby represents, warrants, and covenants to the Distributor, which representations, warranties, and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

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B.      The Client shall take, or cause to be taken, all necessary action to register the Shares under the federal and all applicable state securities laws and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Client 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 Client agrees to advise the Distributor promptly in writing:

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D.      The Client shall file such reports and other documents as may be required under applicable federal and state laws and regulations, including state blue sky laws, and shall notify the Distributor in writing of the states in which the Shares may be sold and of any changes to such information.

E.      The Client agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

F.      The Client shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares. In addition, the Client shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to 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 Client by its independent public accountants and such 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 Client shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Client 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.

G.      The Client shall provide, and cause each other agent or service provider to the Client, including the Client’s transfer agent and investment adviser, to provide, to Distributor in a timely and accurate manner all such information (and in such reasonable

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medium) that the Distributor may reasonably request that may be necessary for the Distributor to perform its duties under this Agreement.

H.        The Client shall not file any amendment to the Registration Statement or Prospectus that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Client’s right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Client may deem advisable, such right being in all respects absolute and unconditional.

I.        The Client has adopted policies and procedures pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

4.          Representations, Warranties, and Covenants of the Distributor.

A.        The Distributor hereby represents, and warrants, and covenants to the Client, which representations, warranties, and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

B.        In connection with all matters relating to this Agreement, the Distributor will comply with the applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act,

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the regulations of FINRA and all other applicable federal or state laws and regulations to the extent such laws, rules, and regulations relate to Distributor’s role as the principal underwriter of the Funds.

C.        The Distributor shall promptly notify the Client of the commencement of any litigation or proceedings against the Distributor or any of its managers, officers, directors, employees or agents in connection with the issue and sale of any of the Shares.

5.        Compensation.

A.        In consideration of the Distributor’s services in connection with the distribution of Shares of each Fund and Class thereof, the Distributor shall receive the compensation set forth in Exhibit B.

B.        Except as specified in Section 5A, the Distributor shall be entitled to no compensation or reimbursement of expenses from the Client for the services provided by the Distributor pursuant to this Agreement. Any such compensation or reimbursement of expenses shall be paid or reimbursed by the Fund’s investment adviser pursuant to an Agreement between the investment adviser and the Distributor.

6.        Expenses.

A.        The Client or the investment adviser or its affiliate shall bear all costs and expenses in connection with registration of the Shares with the SEC and the applicable states, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders of its Funds, including but not limited to (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses and amendments thereto, as well as related advertising and sales literature, (iii) costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders of the Funds; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Client pursuant to Section 3(D) hereof.

B.        The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification. The Distributor does not assume responsibility for any expenses not expressly assumed hereunder.

7.        Indemnification.

A.        The Client shall indemnify, defend and hold the Distributor, its affiliates and each of their respective members, managers, directors, officers, employees, representatives and any person who controls or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnitees”),

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free and harmless from and against any and all losses, claims, demands, liabilities, damages and expenses (including the reasonable costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any reasonable and documented counsel fees incurred in connection therewith) (collectively, “Losses”) that any Distributor Indemnitee may incur under the 1933 Act, the 1934 Act, the 1940 Act, any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise, arising out of or relating to (i) the Distributor serving as distributor of the Funds pursuant to this Agreement and in accordance with the terms and conditions of this Agreement; (ii) the Client’s breach of any of its obligations, representations, warranties or covenants contained in this Agreement; (iii) the Client’s failure to comply with any applicable securities laws or regulations; or (iv) any claim that the Registration Statement, Prospectus, shareholder reports, sales literature and advertising materials or other information filed or made public by the Client (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading under the 1933 Act, or any other statute or the common law, any violation of any rule of FINRA or of the SEC or any other jurisdiction wherein Shares of the Funds are sold, provided, however, that the Client’s obligation to indemnify any of the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any such advertising materials or sales literature in reliance upon and in conformity with information relating to the Distributor and furnished to the Client or its counsel by the Distributor in writing for use in such Registration Statement, Prospectus, annual or interim report, or any such advertising materials or sales literature. In no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Client or its shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement or by reason of its reckless disregard of its obligations under this Agreement.

B.        The Client shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Client elects to assume the defense, such defense shall be conducted by counsel chosen by the Client and approved by the Distributor, which approval shall not be unreasonably withheld. In the event the Client elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Client does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Client or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Fund and the Distributor Indemnitee(s), the Client will reimburse the Distributor Indemnitee(s) in such suit, for the fees and expenses of any counsel retained by Distributor and them. The Client’s indemnification agreement contained in Sections 7(A) and 7(B) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitee(s), and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the Distributor’s benefit, to the benefit of each Distributor Indemnitee.

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C.        The Distributor shall indemnify, defend and hold the Client, its affiliates, and each of their respective directors, officers, employees, representatives, and any person who controls or previously controlled the Client within the meaning of Section 15 of the 1933 Act (collectively, the “Client Indemnitees”), free and harmless from and against any and all Losses that any Client Indemnitee may incur under the 1933 Act, the 1934 Act, the 1940 Act, any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise, arising out of or relating to (i) the Distributor’s breach of any of its obligations, representations, warranties or covenants contained in this Agreement; (ii) the Distributor’s failure to comply with any applicable securities laws or regulations; or (iii) any claim that the Registration Statement, Prospectus, shareholder reports, sales literature and advertising materials or other information filed or made public by the Client (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements not misleading, insofar as such statement or omission was made in reliance upon, and in conformity with, information furnished to the Client by the Distributor in writing for use in such Registration Statement, Prospectus, shareholder reports, sales literature and advertising materials or other information filed or made public by the Client. In no event shall anything contained herein be so construed as to protect the Client against any liability to the Distributor to which the Client would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement or by reason of its reckless disregard of its obligations under this Agreement.

D.        The Distributor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Client Indemnitee, which approval shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Client Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Fund does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Distributor and the Client Indemnitee(s), the Distributor will reimburse the Client Indemnitee(s) in such suit, for the fees and expenses of any counsel retained by the Fund and them. The Distributor’s indemnification agreement contained in Sections 7(C) and (D) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Client Indemnitee(s), and shall survive the delivery of any Shares and the termination of this Agreement. This Agreement of indemnity will inure exclusively to the Client’s benefit, to the benefit of each Client Indemnitee.

E.        In no case (i) is the indemnification provided by an indemnifying party to be deemed to protect against any liability the indemnified party would otherwise be subject to by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the indemnifying party to be liable under this Section with respect to any claim made against any indemnified party unless the indemnified party notifies the

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indemnifying party in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of service on any designated agent).

F.        Failure by the indemnified party to notify the indemnifying party of any claim shall not relieve the indemnifying party from any liability that it may have to the indemnified party against whom such action is brought, on account of this Section, unless failure or delay to so notify the indemnifying party prejudices the indemnifying party’s ability to defend against such claim. The indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the indemnifying party elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the indemnified party. In the event that indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by them. If the indemnifying party does not elect to assume the defense of any suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by them.

G.        No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 7(a) or 7(c) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action.

H.        No person shall be obligated to provide indemnification under this Section 7 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of the FINRA; provided, however, in such event, indemnification shall be provided under this Section 7 to the maximum extent so permissible.

8.        Dealer Agreement Indemnification.

A.        Conversions.   The Client acknowledges and agrees that the Distributor may enter into, assume, or become a party to, certain dealer and/or selling agreements (“Conversion Agreement”) as the result of the conversion of the Client to Distributor from another principal underwriter or distributor. Such Conversion Agreements may contain certain functions or duties more appropriately allocated to the Funds’ transfer agent, the Funds’ adviser, or one of the Funds’ other service providers. The Client agrees to perform, or cause to perform, any and all duties and obligations under those Conversion Agreements to the extent that such duties and obligations are not required to be performed by the Distributor under the Standard Dealer Agreement (“Non-Standard Duties”).

B.        Non-Standard Dealer Agreements.   The Client acknowledges and agrees that the Distributor may enter into dealer and/or selling agreements (“Non-Standard Dealer Agreements”) that contain certain representations, duties, undertakings and indemnification that are not included in the Standard Dealer Agreement, or lack certain representations, duties, and indemnification included in the Standard Dealer Agreement (“Non-Standard Provisions,” and collectively with Non-Standard Duties, “Non-Standard Obligations”).

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The Client agrees to perform, or cause to perform, all such Non-Standard Obligations under any Non-Standard Dealer Agreement. For the avoidance of doubt any dealer or selling agreement that materially deviates from the Standard Agreement shall be considered a “Non-Standard Dealer Agreement.”

C.        Indemnification.   To the extent that the Distributor (i) assumes, or becomes a party to, any Conversion Agreement, or (ii) after the review and approval by the Client, enters into any Non-Standard Dealer Agreement, the Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) any failure to perform any Non-Standard Obligations under any Conversion Agreement or Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement or Conversion Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Conversion Agreement or Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification that the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitee against any liability to the Client or its shareholders to which such Distributor Indemnitee would otherwise be subject by reason of its willful misfeasance, bad faith, or gross negligence in the performance or reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement to the extent that such duties and obligations are the responsibility of the Distributor in the Standard Dealer Agreement.

9.        Limitations on Damages.   Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.

10.        Force Majeure.   Neither Party shall be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including, without limitation, Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster); action or inaction of civil or military authority; acts of foreign enemies; war; terrorism; riot; insurrection; sabotage; epidemics; labor disputes; civil commotion; or interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; provided, however, that in each specific case, such circumstance shall be beyond the reasonable control of the party seeking to apply this force majeure clause and the party seeking to apply this clause has in place a business continuity plan that is reasonably designed to meet any applicable regulatory requirements.

11.        Duration and Termination.

A.        This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue automatically in effect as to each Fund for successive one-year periods,

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provided such continuance is specifically approved at least annually by (i) the Client’s Board or (ii) the vote of a majority of the outstanding voting securities of a Fund, in accordance with Section 15 of the 1940 Act.

B.        Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund (i) through a failure to renew this Agreement at the end of a term or (ii) upon mutual consent of the parties. Further, this Agreement may be terminated upon no less than 60 days’ written notice, by either the Client through a vote of a majority of the members of the Board who are not interested persons, as that term is defined in the 1940 Act, and have no direct or indirect financial interest in the operation of this Agreement or by vote of a majority of the outstanding voting securities of a Fund, or by the Distributor.

C.        This Agreement will automatically terminate in the event of its assignment.

D.        Upon termination of this Agreement, Distributor agrees to cooperate in good faith with the Client in connection with the transfer of Distributor’s duties under this Agreement, and shall deliver to the Client or to a third party as directed by the Client (at the expense of the Client except for termination of this Agreement by the Client for Distributor’s material breach of this Agreement) all records and other documents retained by the Distributor on behalf of the Client pursuant to Rule 31a-1(d) under the 1940 Act.

12.        Anti-Money Laundering Compliance.

A.        Each of Distributor and Client acknowledges that it is a financial institution subject to the USA PATRIOT Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”), which require, among other things, that financial institutions adopt compliance programs to guard against money laundering. Each represents and warrants to the other that it is in compliance with and will continue to comply with the AML Acts and applicable regulations in all relevant respects.

B.        The Distributor shall include specific contractual provisions regarding anti-money laundering compliance obligations in agreements entered into by the Distributor with any broker-dealer or other financial intermediary that is authorized to effect transactions in Units of the Fund.

C.        Each of Distributor and Client agrees that it will take such further steps, and cooperate with the other as may be reasonably necessary, to facilitate compliance with the AML Acts, including but not limited to the provision of copies of its written procedures, policies and controls related thereto (“AML Operations”). Distributor undertakes that it will grant to the Client, the Client’s anti-money laundering compliance officer and appropriate regulatory agencies, reasonable access to copies of Distributor’s AML Operations, and related books and records to the extent they pertain to the Distributor’s services hereunder. It is expressly understood and agreed that the Client and the Client’s compliance officer shall have no access to any of Distributor’s AML Operations, books or records pertaining to other clients or services of Distributor.

13.        Privacy. In accordance with SEC Regulation S-P, the Distributor will not

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disclose any non-public personal information, as defined in Regulation S-P, received from the Client or any Fund shareholder; provided, however, that the Distributor may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to the Distributor. The Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to consumers and customers of the Funds.

The Client represents to the Distributor that it has adopted a statement of its privacy policies and practices as required by SEC Regulation S-P and agrees to provide to the Distributor a copy of that statement annually if requested. The Distributor agrees to use reasonable precautions to protect, and prevent the unintentional disclosure of, such non-public personal information.

14.        Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means non-public or proprietary information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving party before receipt thereof from or on behalf of the disclosing party; (ii) information that is disclosed to the receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the receiving party; or (iv) information that is independently developed by the receiving party or its employees or affiliates without reference to the disclosing party’s information.

Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC, FINRA, or any federal or state agency or self-regulatory organization with jurisdiction over such party; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

15.        Notices. Any notice or other communication authorized or required by this Agreement to be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed facsimile, email, or posted by certified mail,

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16.        Modifications. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Client. If required under the 1940 Act, any such amendment must be approved by the Client’s Board, including a majority of the Client’s Board who are not interested persons, as such term is defined in the 1940 Act, of any party to this Agreement, by vote cast in person at a meeting for the purpose of voting on such amendment.

17.        Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof.

18.        Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.

19.        Survival. The provisions of Sections 5, 6, 7, 8, 9, 10, 14, 15, 17, 19, and 20 of this Agreement shall survive any termination of this Agreement.

20.        Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render

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Execution Version

unenforceable such provision in any other jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. This Agreement has been negotiated and executed by the parties in English. In the event any translation of this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail. This Agreement shall be construed as if drafted jointly by both Distributor and the Client and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.

21.        Counterparts. This Agreement may be executed by the Parties hereto in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same document.

(Signature Pages Follow)

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Execution Version

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.

Signature Page to Distribution Agreement

Execution Version

Signature Page to Distribution Agreement

Execution Version

EXHIBIT A

Fund Names

BMO Aggressive Allocation Fund

BMO Balanced Allocation Fund

BMO Conservative Allocation Fund

BMO Growth Allocation Fund

BMO Moderate Allocation Fund

BMO Alternative Strategies Fund

BMO Disciplined International Equity Fund

BMO Dividend Income Fund

BMO Global Long/Short Equity Fund

BMO Global Low Volatility Equity Fund

BMO Large-Cap Growth Fund

BMO Large-Cap Value Fund

BMO LGM Emerging Markets Equity Fund

BMO Low Volatility Equity Fund

BMO Mid-Cap Growth Fund

BMO Mid-Cap Value Fund

BMO Pyrford International Stock Fund

BMO Small-Cap Core Fund

BMO Small-Cap Growth Fund

BMO Small-Cap Value Fund

BMO High Yield Bond Fund

BMO Intermediate Tax-Free Fund

BMO Short Tax-Free Fund

BMO Short-Term Income Fund

BMO Strategic Income Fund

BMO TCH Core Plus Bond Fund

BMO TCH Corporate Income Fund

BMO Ultra Short Tax-Free Fund

BMO Government Money Market Fund

BMO Institutional Prime Money Market Fund

BMO Prime Money Market Fund

BMO Tax-Free Money Market Fund

A-1

Execution Version

EXHIBIT B

Compensation

SALES LOADS*:

1.        With respect to Class A Shares, that part of the sales charge which is retained by the Distributor after reallowance of discounts to dealers as set forth, if required, in the Registration Statement, including the Prospectus, filed with the SEC and in effect at the time of the offering, as amended.

2.        With respect to Class I, Class Y, Class R3, and Class R6 Shares, if any, the Distributor shall not be entitled to any compensation.

3.        With respect to any future Class of Shares, the Distributor shall be entitled to such consideration as the Fund and the Distributor shall agree at the time such Class of Shares is established.

*All Sales Loads received by the Distributor shall be held to be used solely for distribution-related expenses and shall not be retained as profit.

12b-1 PAYMENTS:

        At the time of the execution of this Distribution Agreement, the Client will provide the Distributor with all plans of distribution under Rule 12b-1 under the 1940 Act approved by the Funds and in effect (collectively, the “Distribution Plan”). If the Funds have a Board approved Distribution Plan that authorizes them to compensate and reimburse the Distributor for distribution services, then the Funds shall be responsible for all compensation and reimbursements pursuant to this Agreement, or such portions thereof as are authorized under the Distribution Plan.

B-1

FIRST AMENDMENT TO

DISTRIBUTION AGREEMENT

This first amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of November 7, 2019 by and between BMO Funds, Inc. (“BMO”) and Foreside Financial Services, LLC (“Foreside”) is entered into as of December 27, 2019 (the “Effective Date”).

WHEREAS, Adviser and Foreside (“Parties”) desire to remove the BMO Global Long/Short Equity Fund from Exhibit A of the Agreement; and

WHEREAS, Section 16 of the Agreement requires that all amendments and modifications to the Agreement be in writing and executed by the Parties.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Signature pages follow

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.

BMO Funds, Inc.

Signature Page to First Amendment to Distribution Agreement

Foreside Financial Services, LLC

Signature Page to First Amendment to Distribution Agreement

Form of

FORESIDE FINANCIAL SERVICES, LLC

DEALER AGREEMENT

Ladies and Gentlemen:

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies referenced above and set forth on Appendix A (collectively, “Company”) which may be amended by us from time to time, Foreside Financial Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this agreement, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words and “Dealer” refer to the dealer executing this agreement, including its associated persons.

1.        Dealer. You hereby represent that you are a broker-dealer properly registered and qualified under all applicable federal, state and local laws to engage in the business and transactions described in this agreement, and that you are a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). You agree that it is your responsibility to determine the suitability of any Fund Shares as investments for your customers, and that we have no responsibility for such determination. You further agree to maintain all records required by Applicable Laws (as defined below) or that are otherwise reasonably requested by us relating to your transactions in Fund Shares. In addition, you agree to notify us immediately in the event your status as a member of FINRA or SIPC changes. You agree that you will at all times comply with (i) the provisions of this agreement related to compliance with all applicable rules and regulations; and (ii) the terms of each registration statement and prospectus for the Funds.

2.        Qualification of Shares. The Fund will make available to you a list of the states or other jurisdictions in which Fund Shares are registered for sale or are otherwise qualified for sale, which may be revised by the Fund from time to time. You will make offers of Shares to your customers only in those states, and you will ensure that you (including your associated persons) are appropriately licensed and qualified to offer and sell Shares in any state or other jurisdiction that requires such licensing or qualification in connection with your activities.

3.        Orders. All orders you submit for transactions in Fund Shares shall reflect orders received from your customers or shall be for your account for your own bona fide investment, and you will date and time-stamp your customer orders and forward them promptly each day and in any event prior to the time required by the applicable Fund prospectus (the “Prospectus,” which for purposes of this agreement includes the Statement of Additional Information incorporated therein). As agent for your customers, you shall not withhold placing customers’ orders for any Shares so as to profit yourself or your customer as a result of such withholding. You are hereby authorized to: (i) place your orders directly with the Company for the purchase of Shares and (ii) tender Shares directly to the Company for redemption, in each case subject to the terms and conditions set forth in the Prospectus and any operating procedures and policies established by us or the Fund (directly or through its Transfer Agent) from time to time. All purchase orders you submit are subject to acceptance or rejection, and we reserve the right to suspend or limit the sale of Shares. You are not authorized to make any representations concerning Shares of any Fund except such representations as are contained in the Prospectus and in such supplemental written information that the Fund or the Distributor (acting on behalf of the Fund) may provide to you with respect to a Fund. All orders that are accepted for the purchase of Shares shall be executed at the next determined public offering price per share (i.e., the net asset value per share plus the applicable sales load, if any) and all

orders for the redemption of Shares shall be executed at the next determined net asset value per share and subject to any applicable redemption fee or contingent deferred sales load, in each case as described in the Prospectus.

4.        Compliance with Applicable Laws; Distribution of Prospectus and Reports; Confirmations.    In connection with its respective activities hereunder, each party agrees to abide by the Conduct Rules of FINRA and all other rules of self-regulatory organizations of which the relevant party is a member, as well as all laws, rules and regulations, including federal and state securities laws, that are applicable to the relevant party (and its associated persons) from time to time in connection with its activities hereunder (“Applicable Laws”). You are authorized to distribute to your customers the current Prospectus, as well as any supplemental sales material received from the Fund or the Distributor (acting on behalf of the Fund) (on the terms and for the period specified by us or stated in such material). You are not authorized to distribute, furnish or display any other sales or promotional material relating to a Fund without our prior written approval, but you may identify the Funds in a listing of mutual funds available through you to your customers. Unless otherwise mutually agreed in writing, you shall deliver or cause to be delivered to each customer who purchases shares of any Funds from or through you, copies of all annual and interim reports, proxy solicitation materials, and any other information and materials relating to such Funds and prepared by or on behalf of the Funds or us. If required by Rule 10b-10 under the Securities Exchange Act or other Applicable Laws, you shall send or cause to be sent confirmations or other reports to your customers containing such information as may be required by Applicable Laws.

5.        Sales Charges and Concessions. On each purchase of Shares by you (but not including the reinvestment of any dividends or distributions), you shall be entitled to receive such dealer allowances, concessions, sales charges or other compensation, if any, as may be set forth in the Prospectus. Sales charge reductions and discounts may be available as provided in the Prospectus. To obtain any such reductions, the Company or its transfer agent must be notified promptly when a transaction or transactions would qualify for the reduced charge and you must submit information that is sufficient (in the discretion of the Company) to substantiate qualification therefor. The foregoing shall include advising us of any Letter of Intent signed by your customer or of any Right of Accumulation available to such customer. If you fail to so advise the Fund, you will be liable for the return of any commissions plus interest thereon. Rights of Accumulation (including rights under a Letter of Intent) are available, if at all, only as set forth in the Prospectus, and you authorize any adjustment to your account (and will be liable for any refund) to the extent any allowance, discount or concession is made and the conditions therefor are not fulfilled. Each price is always subject to confirmation, and will be based upon the net asset value next determined after receipt of an order that is in good form. If any Shares purchased are tendered for redemption or repurchased by the Fund for any reason within seven business days after confirmation of the purchase order for such Shares, you agree to promptly refund the full sales load or other concession and you will forfeit the right to receive any compensation allowable or payable to you on such Shares. The Fund reserves the right to waive sales charges. You represent that you are eligible to receive any such sales charges and concessions paid to you under this section.

6.        Transactions in Fund Shares. With respect to all orders you place for the purchase of Fund Shares, unless otherwise agreed, settlement shall be made with the Company within three (3) business days after acceptance of the order. If payment is not so received or made, the transaction may be cancelled. In this event or in the event that you cancel the trade for any reason, you agree to be responsible for any loss resulting to the Funds or to us from your failure to make payments as aforesaid. You shall not be entitled to any gains generated thereby. You also assume responsibility for any loss to a Fund caused by any order placed by you on an “as-of” basis subsequent to the trade date for the order,

2

and will immediately pay such loss to the Fund upon notification or demand. Such orders shall be acceptable only as permitted by the Company and shall be subject to the Company’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and /or to us prior to the Company’s acceptance of any such order.

7.        Accuracy of Orders; Customer Signatures. You shall be responsible for the accuracy, timeliness and completeness of any orders transmitted by you on behalf of your customers by any means, including wire or telephone. In addition, you agree to guarantee the signatures of your customers when such guarantee is required by the Company and you agree to indemnify and hold harmless all persons, including us and the Funds’ transfer agent, from and against any and all loss, cost, damage or expense suffered or incurred in reliance upon such signature guarantee.

8.        Indemnification. You agree to indemnify and hold harmless us and our officers, directors, agents and employees from and against any claims, liabilities, expenses (including reasonable attorneys’ fees) and losses resulting from (i) any failure by you to comply with Applicable Laws in connection with activities performed under this agreement, or (ii) any unauthorized representation made by you concerning an investment in Fund Shares.

  We agree to indemnify and hold harmless you and your officers, directors, agents and employees from and against any claims, liabilities, expenses (including reasonable attorneys’ fees) and losses resulting from (i) any failure by us to comply with Applicable Laws in connection with our activities as Distributor under this agreement, or (ii) any untrue statement of a material fact set forth in a Fund’s Prospectus or supplemental sales material provided to you by us (and used by you on the terms and for the period specified by us or stated in such material), or omission to state a material fact required to be stated therein to make the statements therein not misleading.

9.        Multi-Class Distribution Arrangements. You understand and acknowledge that the Funds may offer Shares in multiple classes, and you represent and warrant that you have established compliance procedures designed to ensure that your customers are made aware of the terms of each available class of Fund Shares, to ensure that each customer is offered only Shares that are suitable investments for him or her, to ensure that each customer is availed of the opportunity to obtain sales charge break points as detailed in the Prospectus, and to ensure proper supervision of your representatives in recommending and offering the Shares of multiple classes to your customers.

10.        Anti-Money Laundering Compliance. Each party to this agreement acknowledges that it is a financial institution subject to the USA PATRIOT Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”), which require, among other things, that financial institutions adopt compliance programs to guard against money laundering. Each party represents and warrants that it is in compliance and will continue to comply with the AML Acts and applicable rules thereunder (“AML Laws”), including FINRA Rule 3310, in all relevant respects. You agree to cooperate with us to satisfy AML due diligence policies of the Company and Distributor, which may include annual compliance certifications and periodic due diligence reviews and/or other requests deemed necessary or appropriate by us or the Company to ensure compliance with AML Laws. Dealer also agrees to provide for screening its own new and existing customers against the Office of Foreign Assets Control (“OFAC”) list and any other government list that is or becomes required under the AML Acts.

11.        Privacy. The parties agree that any Non-Public Personal Information, as the term is defined in Regulation S-P (“Reg S-P”) of the Securities and Exchange Commission, that may be disclosed hereunder

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is disclosed for the specific purpose of permitting the other party to perform the services set forth in this agreement. Each party agrees that, with respect to such information, it will comply with Reg S-P and that it will not disclose any Non-Public Personal Information received in connection with this agreement to any other party, except to the extent required to carry out the services set forth in this agreement or as otherwise permitted by law.

12.        Distribution and/or Service Fees. Subject to and in accordance with the terms of each Prospectus and the Distribution Plan and/or Service Plan, if any, adopted by resolution of the Board pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”), we may pay financial institutions with which we have entered into an agreement in substantially the form annexed hereto as Appendix B or such other form as may be approved from time to time by the Funds’ Board (the “Fee Agreement”) such fees as may be determined in accordance with such Fee Agreement, for distribution, shareholder or administrative services, as described therein.

13.        Order Processing. In accordance with NASD Notice to Members 03-50 (reminding members of their responsibility to ensure that they have in place policies and procedures reasonably designed to detect and prevent the occurrence of mutual fund transactions that would violate Rule 22c-1 under the 1940 Act, FINRA Rule 2010 and other applicable rules and regulations), you represent that you have reviewed your policies and procedures to ensure that they are adequate with respect to preventing violations of law and prospectus requirements related to timely order-taking and market timing activity, in that such policies and procedures (i) prevent the submission of any order received after the deadline for submission of orders in each day that are eligible for pricing at that day’s net asset value per share (“NAV”); and (ii) prevent the purchase of Fund Shares by an individual or entity whose stated objectives are not consistent with the stated policies of a Fund in protecting the best interests of longer-term investors, particularly where such investor may be seeking market timing or arbitrage opportunities through such purchase. You represent that you will be responsible for the collection and payment to the Company of any Redemption Fees based upon the terms outlined in the Company’s prospectus.

14.        Amendments.   This agreement may be amended from time to time by the following procedure. We will mail a copy of the amendment to you at your address shown below or as registered as your main office from time to time with FINRA. If you do not object to the amendment within fifteen (15) days after its receipt, the amendment will become a part of this agreement. Your objection must be in writing and be received by us within such fifteen (15) days. All amendments shall be in writing and except as provided above shall be executed by both parties.

15.        Termination. This agreement may be terminated by either party, without penalty, upon ten days’ prior written notice to the other party. Dealer’s expulsion from FINRA will automatically terminate this agreement without notice. Dealer’s suspension from FINRA or Dealer’s violation of Applicable Laws will terminate this agreement effective upon the date of Distributor’s mailing notice to Dealer of such termination. Any unfulfilled obligations hereunder, and all obligations of indemnification, shall survive the termination of this agreement.

16.         Assignment. This agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign this agreement nor any rights, privileges, duties or obligations hereunder without the prior written consent of the other parties, except that we may assign or transfer this agreement to any broker-dealer which becomes the underwriter of the Company without obtaining your written consent. For the avoidance of doubt, the parties agree that a change of control of the Distributor shall not constitute an assignment of this agreement.

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17.        Notices. All notices and communications to us shall be sent to us at Three Canal Plaza, Suite 100, Portland, ME 04101, Attn: Legal Dept., or at such other address as we may designate in writing. All notices and other communication to you shall be sent to you at the address set forth below or at such other address as you may designate in writing. All notices required or permitted to be given pursuant to this agreement shall be given in writing and delivered by personal delivery, by postage prepaid mail, electronic mail, or by facsimile or similar means of same-day delivery, with a confirming copy by mail.

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

19.        Directed Brokerage Prohibitions. The Distributor and Dealer agree that neither of them shall direct Fund portfolio securities transactions or related remuneration to satisfy any compensation obligations under this agreement. The Distributor also agrees that it will not directly or indirectly compensate the Dealer executing this agreement in contravention of Rule 12b-1(h) of the 1940 Act.

20.        Shareholder Information. The Dealer executing this agreement agrees to comply with the requirements set forth on Appendix C attached hereto regarding the provision of shareholder information pursuant to Rule 22c-2 of the 1940 Act. The requirements set forth in Appendix C are applicable to all Funds not identified as a money market fund on Appendix A.

21.        Money Market Funds. The Dealer executing the agreement agrees to comply with the requirements set forth in Appendix D for each Fund identified as a money market fund on Appendix A.

22.        Miscellaneous. This agreement supersedes any other agreement between the parties with respect to the offer and sale of Fund Shares and other matters covered herein. The invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision hereof. This agreement may be executed in any number of counterparts, which together shall constitute one instrument. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles, and shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. This agreement has been negotiated and executed by the parties in English. In the event any translation of this agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail.

[The Balance of this Page is Intentionally Left Blank]

*                     *                     *                     *

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If the foregoing corresponds with your understanding of our agreement, please sign this document and the accompanying copies thereof in the appropriate space below and return the same to us, whereupon this agreement shall be binding upon each of us.

FORESIDE FINANCIAL SERVICES, LLC

By: ___________________________________

Name: _________________________________

Title: _________________________________

Agreed to and Accepted:

_______________________________________ [Insert Dealer Name]

By: ___________________________________

Name: _________________________________

Title: __________________________________

Address of Dealer:

__________________________________________

__________________________________________

Operations Contact:

Name: _________________________________

Phone: _________________________________

Email: _________________________________

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APPENDIX A

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APPENDIX B

FORESIDE FINANCIAL SERVICES, LLC

DISTRIBUTION/SERVICE FEE AGREEMENT

Ladies and Gentlemen:

This Fee Agreement (“Agreement”) confirms our understanding and agreement with respect to Rule 12b-1 payments to be made to you in accordance with the Dealer Agreement between you and us (the “Dealer Agreement”), which entitles you to serve as a selected dealer of certain Funds for which we serve as Distributor. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Dealer Agreement.

1. From time to time during the term of this Agreement, we may make payments to you pursuant to one or more distribution and service plans (the “Plans”) adopted by certain of the Funds pursuant to Rule 12b-1 of the Investment Company Act of 1940 (the “1940 Act”). You agree to furnish sales and marketing services and/or shareholder services to your customers who invest in and own Fund Shares, including, but not limited to, answering routine inquiries regarding the Funds, processing shareholder transactions, and providing any other shareholder services not otherwise provided by a Fund’s transfer agent. With respect to such payments to you, we shall have only the obligation to make payments to you after, for as long as, and to the extent that, we receive from the Fund an amount equivalent to the amount payable to you. The Fund reserves the right, without prior notice, to suspend or eliminate the payment of such Rule 12b-1 Plan payments or other dealer compensation by amendment, sticker or supplement to the then-current Prospectus of the Fund or other written notice to you.

2. Any such fee payments shall reflect the amounts described in the Fund’s prospectus. Payments will be based on the average daily net assets of Fund Shares which are owned by those customers of yours whose records, as maintained by the Funds or the transfer agent, designate your firm as the customer’s dealer of record.    No such fee payments will be payable to you with respect to shares purchased by or through you and redeemed by the Funds within seven business days after the date of confirmation of such purchase. You represent that you are eligible to receive any such payments made to you under the Plans.

3. You agree that all activities conducted under this Agreement will be conducted in accordance with the Plans, as well as all applicable state and federal laws, including the 1940 Act, the Securities Exchange Act of 1934, the Securities Act of 1933 and any applicable rules of FINRA.

4. Upon request, on a quarterly basis, you shall furnish us with a written report describing the amounts payable to you pursuant to this Agreement and the purpose for which such amounts were expended. We shall provide quarterly reports to the Funds’ Board of amounts expended pursuant to the Plans and the purposes for which such expenditures were made. You shall furnish us with such other information as shall reasonably be requested by us in connection with our reports to the Board with respect to the fees paid to you pursuant to this Agreement.

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5. This Agreement shall continue in effect until terminated in the manner prescribed below or as provided in the Plans or in Rule 12b-1. This Agreement may be terminated, with respect to one or more Funds, without penalty, by either of us, upon ten days’ prior written notice to the other party. In addition, this Agreement will be terminated with respect to any Fund upon a termination of the relevant Plan or the Dealer Agreement, if a Fund closes to new investments, or if our Distribution Agreement with the Funds terminates.

6. This Agreement may be amended by us from time to time by the following procedure. We will mail a copy of the amendment to you at your address shown below or as registered from time to time with FINRA. If you do not object to the amendment within fifteen (15) days after its receipt, the amendment will become a part of this Agreement. Your objection must be in writing and be received by us within such fifteen days.

7. This Agreement shall become effective as of the date when it is executed and dated by us below. This Agreement and all the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Delaware, without regard to conflict of laws principles.

8. All notices and other communications shall be given as provided in the Dealer Agreement.

If the foregoing is acceptable to you, please sign this Agreement in the space provided below and return the same to us.

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APPENDIX C

Information Regarding the Provision of Shareholder Information Pursuant to Rule 22c-2

(a).        Agreement to Provide Information. Dealer agrees to provide the Fund, upon request, the taxpayer identification number (“TIN”), if known, (or in the case of a non U.S. shareholder, if the TIN is unavailable, the International Taxpayer Identification Number or other government issued identifier) of any or all Shareholder(s) who have purchased, redeemed, transferred, or exchanged fund shares held through an account with Dealer and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Dealer during the period covered by the request.

i.        Period Covered by Request. Requests must set forth a specific period, not to exceed 90 days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.

ii.        Form and Timing of Response. Dealer agrees to transmit the requested information that is on its books and records to the Fund or its designee promptly, but in any event not later than five business days, after receipt of a request. If the requested information is not on the Dealer’s books and records, Dealer agrees to use best efforts to: (x) provide or arrange to provide to the Fund the requested information from shareholders who hold an account with an indirect intermediary, including a determination on whether any specific person about whom Dealer has received information, is itself a financial intermediary; or (y) if directed by the Fund, restrict or prohibit further purchases or exchanges of Fund Shares by a shareholder who has been identified by the Fund as having engaged in transactions of Fund shares (directly or indirectly) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Fund. In such instance, Dealer agrees to inform the Fund whether it plans to perform (x) or (y). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format. For purposes of this provision, an “indirect intermediary” has the same meaning as in SEC Rule 22c-2 under the Investment Company Act.

iii.        Limitations on Use of Information. The Fund agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Dealer.

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

i.        Form of Instructions. Instructions must include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include an equivalent

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identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

ii.        Timing of Response. Dealer agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Dealer.

iii.        Confirmation by Dealer. Dealer must provide written confirmation to the Fund that instructions have been executed. Dealer agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.

i.        The term “Fund” includes the fund’s investment adviser, principal underwriter and transfer agent. The term does not include any “excepted funds” as defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.1

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

iii.        The term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Dealer in nominee name or, alternatively, for use with retirement plan recordkeepers, the term means the Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner of Shares.

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

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

1.  As defined in SEC Rule 22c-2(b), the term “excepted fund” means any: (1) money market fund; (2) fund that issues securities that are listed on a national exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund.

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APPENDIX D

The following is applicable with respect to each of the Funds identified as a money market fund (“MMF”) on Appendix A:

General

(a) You covenant and agree to comply with all applicable terms and conditions of the applicable MMF prospectus, including, but not limited to:

(b) Upon any MMF’s reasonable request, you agree to promptly provide such MMF, or its designee, with information separating customer orders received before and after the calculation of NAV or a time after which an MMF imposed, lifted, or modified a liquidity fee or redemption gate for the applicable MMF, or its designee, to validate the timing of your receipt of orders to purchase, redeem, or exchange the MMF’s shares (“MMF Orders”) in good form.

(c) You will maintain all records:

(i) required by state and federal law relating to the provision of the services contemplated under this Dealer Agreement,

(ii) necessary or appropriate to demonstrate your compliance with the terms and conditions of the applicable MMF prospectus or this Dealer Agreement, or

(iii) necessary to make required regulatory reports.

Liquidity Fees and Gates

(a) You agree to promptly take such actions reasonably requested by the applicable MMF, to impose, lift, or modify a liquidity fee or redemption gate, or assist us in imposing, lifting, or modifying a liquidity fee or redemption gate.

(b) If an MMF implements a liquidity fee (unless you undertake to calculate and remit liquidity fees in accordance with the MMFs’ reasonable directions) you authorize the liquidity fees owed to the MMF, as a result of redemptions submitted through you, (the “Fee Amount”) to be calculated following the imposition of the liquidity fee and to withhold an amount equal to the Fee Amount from any redemption proceeds or other payments that you are owed.

(c) You may be notified by an MMF that a liquidity fee or redemption gate has been implemented via email, phone call, website disclosure, or the filing of a supplement to the applicable MMF’s prospectus. To facilitate the applicable MMF’s ability to calculate the Fee Amount, following such notification, you agree to provide the applicable MMF, before each NAV Calculation Time (as described in the applicable MMF prospectus), with the gross dollar amount and number of MMF shares that your customers tendered for redemption before the NAV Calculation Time and, if requested, after the time at which the liquidity fee was imposed or before the time at which the liquidity fee was terminated or modified, as applicable.

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(d) If a redemption gate is implemented by an MMF, you agree to reject any redemption and exchange MMF Orders in the MMF that you receive in good form while the redemption gate is in effect. To the extent required under applicable law or the terms of a MMF’s prospectus, you further agree to promptly re-confirm with your customers their intent to execute trades submitted during the implementation of a liquidity fee or redemption gate.

(e) You acknowledge that an MMF may pay a redemption request that the MMF determines, in its sole discretion, has been received in good order by the MMF or its designee before the imposition of a liquidity fee or redemption gate, provided, however, that you may be required to provide evidence of receipt of the redemption request in good order prior to the applicable implementation time.

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FORM OF

FORESIDE FINANCIAL SERVICES, LLC

SELLING GROUP MEMBER AGREEMENT

Ladies and Gentlemen:

As the distributor of the shares (“Shares”) of each investment company portfolio set forth on Appendix A, attached hereto, (“Fund”), of the investment company (collectively, “Company”) which may be amended by us from time to time, Foreside Financial Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this agreement, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words, “Selling Group Member” and “Intermediary” refer to the intermediary executing this agreement, including its associated persons.

1.     Selling Group Member. You hereby represent that you are properly qualified under all applicable federal, state and local laws to engage in the business and transactions described in this agreement. In addition, you agree to comply with the rules of the Financial Industry Regulatory Authority (“FINRA”) as if they were applicable to you in connection with your activities under this agreement. You agree that it is your responsibility to determine the suitability of any Fund Shares as investments for your customers, and that we have no responsibility for such determination. You further agree to maintain all records required by Applicable Laws (as defined below) or that are otherwise reasonably requested by us relating to your transactions in Fund Shares. You agree that you will at all times comply with (i) the provisions of this agreement related to compliance with all applicable rules and regulations; and (ii) the terms of each registration statement and prospectus for the Funds.

2.     Qualification of Shares. The Fund will make available to you a list of the states or other jurisdictions in which Fund Shares are registered for sale or are otherwise qualified for sale, which may be revised by the Fund from time to time. You will make offers of Shares to your customers only in those states, and you will ensure that you (including your associated persons) are appropriately licensed and qualified to offer and sell Shares in any state or other jurisdiction that requires such licensing or qualification in connection with your activities.

3.     Orders. All orders you submit for transactions in Fund Shares shall reflect orders received from your customers or shall be for your account for your own bona fide investment, and you will date and time-stamp your customer orders and forward them promptly each day and in any event prior to the time required by the applicable Fund prospectus (the “Prospectus,” which for purposes of this agreement includes the Statement of Additional Information incorporated therein). As agent for your customers, you shall not withhold placing customers’ orders for any Shares so as to profit yourself or your customer as a result of such withholding. You are hereby authorized to: (i) place your orders directly with the Company for the purchase of Shares and (ii) tender Shares directly to the Company for redemption, in each case subject to the terms and conditions set forth in the Prospectus and any operating procedures and policies established by us or the Fund (directly or through its Transfer Agent) from time to time. All purchase orders you submit are subject to acceptance or rejection, and we reserve the right to suspend or limit the sale of Shares. You are not authorized to make any representations concerning Shares of any Fund except such representations as are contained in the Prospectus and in such supplemental written information that the Fund or the Distributor (acting on behalf of the Fund) may provide to you with respect to a Fund. All orders that are accepted for the purchase of Shares shall be executed at the next determined public

offering price per share (i.e., the net asset value per share plus the applicable sales load, if any) and all orders for the redemption of Shares shall be executed at the next determined net asset value per share and subject to any applicable redemption fee, in each case as described in the Prospectus.

4.     Compliance with Applicable Laws; Distribution of Prospectus and Reports; Confirmations. In connection with its respective activities hereunder, each party agrees to abide by the Conduct Rules of FINRA and all other rules of self-regulatory organizations of which the relevant party is a member, as well as all laws, rules and regulations, including federal and state securities laws, that are applicable to the relevant party (and its associated persons) from time to time in connection with its activities hereunder (“Applicable Laws”). You are authorized to distribute to your customers the current Prospectus, as well as any supplemental sales material received from the Fund or the Distributor (acting on behalf of the Fund) (on the terms and for the period specified by us or stated in such material). You are not authorized to distribute, furnish or display any other sales or promotional material relating to a Fund without our prior written approval, but you may identify the Funds in a listing of mutual funds available through you to your customers. Unless otherwise mutually agreed in writing, you shall deliver or cause to be delivered to each customer who purchases shares of any Funds from or through you, copies of all annual and interim reports, proxy solicitation materials, and any other information and materials relating to such Funds and prepared by or on behalf of the Funds or us. If required by Rule 10b-10 under the Securities Exchange Act or other Applicable Laws, you shall send or cause to be sent confirmations or other reports to your customers containing such information as may be required by Applicable Laws.

5.     Sales Charges and Concessions. [not applicable].

6.     Transactions in Fund Shares. With respect to all orders you place for the purchase of Fund Shares, unless otherwise agreed, settlement shall be made with the Company within three (3) business days after acceptance of the order. If payment is not so received or made, the transaction may be cancelled. In this event or in the event that you cancel the trade for any reason, you agree to be responsible for any loss resulting to the Funds or to us from your failure to make payments as aforesaid. You shall not be entitled to any gains generated thereby. You also assume responsibility for any loss to a Fund caused by any order placed by you on an “as-of” basis subsequent to the trade date for the order, and will immediately pay such loss to the Fund upon notification or demand. Such orders shall be acceptable only as permitted by the Company and shall be subject to the Company’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and /or to us prior to the Company’s acceptance of any such order.

7.     Accuracy of Orders; Customer Signatures. You shall be responsible for the accuracy, timeliness and completeness of any orders transmitted by you on behalf of your customers by any means, including wire or telephone. In addition, you agree to guarantee the signatures of your customers when such guarantee is required by the Company and you agree to indemnify and hold harmless all persons, including us and the Funds’ transfer agent, from and against any and all loss, cost, damage or expense suffered or incurred in reliance upon such signature guarantee.

8.     Indemnification. You agree to indemnify and hold harmless us and our officers, directors, agents and employees from and against any claims, liabilities, expenses (including reasonable attorneys’ fees) and losses resulting from (i) any failure by you to comply with Applicable Laws in connection with activities performed under this agreement, or (ii) any unauthorized representation made by you concerning an investment in Fund Shares.

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We agree to indemnify and hold harmless you and your officers, directors, agents and employees from and against any claims, liabilities, expenses (including reasonable attorneys’ fees) and losses resulting from (i) any failure by us to comply with Applicable Laws in connection with our activities as Distributor under this agreement, or (ii) any untrue statement of a material fact set forth in a Fund’s Prospectus or supplemental sales material provided to you by us (and used by you on the terms and for the period specified by us or stated in such material), or omission to state a material fact required to be stated therein to make the statements therein not misleading.

9.     Multi-Class Distribution Arrangements. You understand and acknowledge that the Funds may offer Shares in multiple classes, and you represent and warrant that you have established compliance procedures designed to ensure that your customers are made aware of the terms of each available class of Fund Shares, to ensure that each customer is offered only Shares that are suitable investments for him or her, and to ensure proper supervision of your representatives in recommending and offering the Shares of multiple classes to your customers.

10.     Anti-Money Laundering Compliance. Each party to this agreement acknowledges that it is a financial institution subject to the USA PATRIOT Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”), which require, among other things, that financial institutions adopt compliance programs to guard against money laundering. Each party represents and warrants that it is in compliance and will continue to comply with the AML Acts and applicable rules thereunder (“AML Laws”), including FINRA Rule 3310, in all relevant respects. You agree to cooperate with us to satisfy AML due diligence policies of the Company and Distributor, which may include annual compliance certifications and periodic due diligence reviews and/or other requests deemed necessary or appropriate by us or the Company to ensure compliance with AML Laws. You also agree to provide for screening its own new and existing customers against the Office of Foreign Assets Control (“OFAC”) list and any other government list that is or becomes required under the AML Acts.

11.     Privacy. The parties agree that any Non-Public Personal Information, as the term is defined in Regulation S-P (“Reg S-P”) of the Securities and Exchange Commission, that may be disclosed hereunder is disclosed for the specific purpose of permitting the other party to perform the services set forth in this agreement. Each party agrees that, with respect to such information, it will comply with Reg S-P and that it will not disclose any Non-Public Personal Information received in connection with this agreement to any other party, except to the extent required to carry out the services set forth in this agreement or as otherwise permitted by law.

12.     Service Fees. Subject to and in accordance with the terms of each Prospectus and the Distribution Plan and/or Service Plan, if any, adopted by resolution of the Board pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”), we may pay financial institutions with which we have entered into an agreement in substantially the form annexed hereto as Appendix B or such other form as may be approved from time to time by the Funds’ Board (the “Fee Agreement”) such fees as may be determined in accordance with such Fee Agreement, for shareholder or administrative services, as described therein. You hereby represent that you are permitted under applicable laws to receive all payments for shareholder services contemplated herein.

13.     Order Processing. You represent that you have reviewed your policies and procedures to ensure that they are adequate with respect to preventing violations of law and Prospectus requirements related to timely order-taking and market timing activity, in that such policies and procedures (i) prevent the submission of any order received after the deadline for submission of orders in each day that are eligible

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for pricing at that day’s net asset value per share (“NAV”); and (ii) prevent the purchase of Fund Shares by an individual or entity whose stated objectives are not consistent with the stated policies of a Fund in protecting the best interests of longer-term investors, particularly where such investor may be seeking market timing or arbitrage opportunities through such purchase. You represent that you will be responsible for the collection and payment to the Company of any Redemption Fees based upon the terms outlined in the Company’s Prospectus

14.     Amendments. This agreement may be amended from time to time by the following procedure. We will mail a copy of the amendment to you at your address shown below. If you do not object to the amendment within fifteen (15) days after its receipt, the amendment will become a part of this agreement. Your objection must be in writing and be received by us within such fifteen (15) days. All amendments shall be in writing and except as provided above shall be executed by both parties.

15.     Termination. This agreement may be terminated by either party, without penalty, upon ten days’ prior written notice to the other party. Any unfulfilled obligations hereunder, and all obligations of indemnification, shall survive the termination of this agreement.

16.     Assignment. This agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign this agreement nor any rights, privileges, duties or obligations hereunder without the prior written consent of the other parties, except that we may assign or transfer this Agreement to any broker-dealer which becomes the underwriter of the Company without obtaining your written consent. For the avoidance of doubt, the parties agree that a change of control of the Distributor shall not constitute an assignment of this agreement.

17.     Notices. All notices and communications to us shall be sent to us at Three Canal Plaza, Suite 100, Portland, ME 04101, Attn: Legal Dept., or at such other address as we may designate in writing. All notices and other communication to you shall be sent to you at the address set forth below or at such other address as you may designate in writing. All notices required or permitted to be given pursuant to this agreement shall be given in writing and delivered by personal delivery, by postage prepaid mail, electronic mail, or by facsimile or similar means of same-day delivery, with a confirming copy by mail.

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

19.     Directed Brokerage Prohibitions. The Distributor and Selling Group Member agree that neither of them shall direct Fund portfolio securities transactions or related remuneration to satisfy any compensation obligations under this agreement. The Distributor also agrees that it will not directly or indirectly compensate the Selling Group Member executing this agreement in contravention of Rule 12b-1(h) of the 1940 Act.

20.     Shareholder Information. The Selling Group Member executing this agreement agrees to comply with the requirements set forth on Appendix C attached hereto regarding the provision of shareholder information pursuant to Rule 22c-2 of the 1940 Act. The requirements set forth in Appendix C are applicable to all Funds not identified as a Money Market Fund (“MMF”) on Appendix A.

21.     Money Market Funds. The Selling Group Member executing the agreement agrees to comply with the requirements set forth on Appendix D for each Fund identified as an MMF on Appendix A.

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22.     Miscellaneous. This agreement supersedes any other agreement between the parties with respect to the offer and sale of Fund Shares and other matters covered herein. The invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision hereof. This agreement may be executed in any number of counterparts, which together shall constitute one instrument. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles, and shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. This agreement has been negotiated and executed by the parties in English. In the event any translation of this agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail.

*                 *                 *                 *

If the foregoing corresponds with your understanding of our agreement, please sign this document and the accompanying copies thereof in the appropriate space below and return the same to us, whereupon this agreement shall be binding upon each of us.

FORESIDE FINANCIAL SERVICES, LLC

By: ___________________________

Insert Name: ____________________

Title: __________________________

Agreed to and Accepted:

________________________________ [Insert Intermediary Name]

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APPENDIX A

[List of applicable funds]

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APPENDIX B

FORESIDE FINANCIAL SERVICES, LLC

SERVICE FEE AGREEMENT

Ladies and Gentlemen:

This Fee Agreement (“Agreement”) confirms our understanding and agreement with respect to Rule 12b-1 payments to be made to you in accordance with the Selling Group Member Agreement between you and us (the “Selling Group Member Agreement”), which entitles you to serve as a selling group member of certain Funds for which we serve as Distributor. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Selling Group Member Agreement.

1. From time to time during the term of this Agreement, we may make payments to you pursuant to one or more distribution and service plans (the “Plans”) adopted by certain of the Funds pursuant to Rule 12b-1 of the Investment Company Act of 1940 (the “1940 Act”). You agree to furnish sales and marketing services and/or shareholder services to your customers who invest in and own Fund Shares, including, but not limited to, answering routine inquiries regarding the Funds, processing shareholder transactions, and providing any other shareholder services not otherwise provided by a Fund’s transfer agent. With respect to such payments to you, we shall have only the obligation to make payments to you after, for as long as, and to the extent that, we receive from the Fund an amount equivalent to the amount payable to you. The Fund reserves the right, without prior notice, to suspend or eliminate the payment of such Rule 12b-1 Plan payments or other compensation by amendment, sticker or supplement to the then-current Prospectus of the Fund or other written notice to you.

2. Any such fee payments shall reflect the amounts described in the Fund’s Prospectus. Payments will be based on the average daily net assets of Fund Shares which are owned by those customers of yours whose records, as maintained by the Funds or the transfer agent, designate your firm as the customer’s intermediary of record. No such fee payments will be payable to you with respect to shares purchased by or through you and redeemed by the Funds within seven business days after the date of confirmation of such purchase. You represent that you are eligible to receive any such payments made to you under the Plans.

3. You agree that all activities conducted under this Agreement will be conducted in accordance with the Plans, as well as all applicable state and federal laws, including the 1940 Act, the Securities Exchange Act of 1934, the Securities Act of 1933 and any applicable rules of FINRA.

4. Upon request, on a quarterly basis, you shall furnish us with a written report describing the amounts payable to you pursuant to this Agreement and the purpose for which such amounts were expended. We shall provide quarterly reports to the Funds’ Board of amounts expended pursuant to the Plans and the purposes for which such expenditures were made. You shall furnish us with such other information as shall reasonably be requested by us in connection with our reports to the Board with respect to the fees paid to you pursuant to this Agreement.

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5. This Agreement shall continue in effect until terminated in the manner prescribed below or as provided in the Plans or in Rule 12b-1. This Agreement may be terminated, with respect to one or more Funds, without penalty, by either of us, upon ten days’ prior written notice to the other party. In addition, this Agreement will be terminated with respect to any Fund upon a termination of the relevant Plan or the Selling Group Member Agreement, if a Fund closes to new investments, or if our Distribution Agreement with the Funds terminates.

6. This Agreement may be amended by us from time to time by the following procedure. We will mail a copy of the amendment to you at your address shown below. If you do not object to the amendment within fifteen (15) days after its receipt, the amendment will become a part of this Agreement. Your objection must be in writing and be received by us within such fifteen days.

7. This Agreement shall become effective as of the date when it is executed and dated by us below. This Agreement and all the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Delaware, without regard to conflict of laws principles.

8. All notices and other communications shall be given as provided in the Selling Group Member Agreement.

If the foregoing is acceptable to you, please sign this Agreement in the space provided below and return the same to us.

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APPENDIX C

Information Regarding the Provision of Shareholder Information Pursuant to Rule 22c-2

(a).        Agreement to Provide Information. Intermediary agrees to provide the Fund, upon request, the taxpayer identification number (“TIN”), if known, (or in the case of a non U.S. shareholder, if the TIN is unavailable, the International Taxpayer Identification Number or other government issued identifier) of any or all Shareholder(s) who have purchased, redeemed, transferred, or exchanged fund shares held through an account with Intermediary and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Intermediary during the period covered by the request.

i.        Period Covered by Request. Requests must set forth a specific period, not to exceed 90 days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.

ii.        Form and Timing of Response. Intermediary agrees to transmit the requested information that is on its books and records to the Fund or its designee promptly, but in any event not later than five business days, after receipt of a request. If the requested information is not on the Intermediary’s books and records, Intermediary agrees to use best efforts to: (x) provide or arrange to provide to the Fund the requested information from shareholders who hold an account with an indirect intermediary, including a determination on whether any specific person about whom Intermediary has received information, is itself a financial intermediary; or (y) if directed by the Fund, restrict or prohibit further purchases or exchanges of Fund Shares by a shareholder who has been identified by the Fund as having engaged in transactions of Fund shares (directly or indirectly) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Fund. In such instance, Intermediary agrees to inform the Fund whether it plans to perform (x) or (y). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format. For purposes of this provision, an “indirect intermediary” has the same meaning as in SEC Rule 22c-2 under the Investment Company Act.

iii.        Limitations on Use of Information. The Fund agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary.

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

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

ii.        Timing of Response. Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Intermediary.

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

(c)        Definitions. For purposes of this Appendix C:

i.        The term “Fund” includes the fund’s investment adviser, principal underwriter and transfer agent. The term does not include any “excepted funds” as defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.1

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

iii.        The term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name or, alternatively, for use with retirement plan recordkeepers, the term means the Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner of Shares.

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

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

1 As defined in SEC Rule 22c-2(b), the term “excepted fund” means any: (1) money market fund; (2) fund that issues securities that are listed on a national exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund.

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APPENDIX D

The following is applicable with respect to each of the Funds identified as a money market fund (“MMF”) on Appendix A:

General

(a) You covenant and agree to comply with all applicable terms and conditions of the applicable MMF prospectus, including, but not limited to:

(b) Upon any MMF’s reasonable request, you agree to promptly provide such MMF, or its designee, with information separating customer orders received before and after the calculation of NAV or a time after which an MMF imposed, lifted, or modified a liquidity fee or redemption gate for the applicable MMF, or its designee, to validate the timing of your receipt of orders to purchase, redeem, or exchange the MMF’s shares (“MMF Orders”) in good form.

(c) You will maintain all records:

(i) required by state and federal law relating to the provision of the services contemplated under this Selling Group Member Agreement,

(ii) necessary or appropriate to demonstrate your compliance with the terms and conditions of the applicable MMF prospectus or this Selling Group Member, or

(iii) necessary to make required regulatory reports.

Liquidity Fees and Gates

(a) You agree to promptly take such actions reasonably requested by the applicable MMF, to impose, lift, or modify a liquidity fee or redemption gate, or assist us in imposing, lifting, or modifying a liquidity fee or redemption gate.

(b) If an MMF implements a liquidity fee (unless you undertake to calculate and remit liquidity fees in accordance with the MMFs’ reasonable directions) you authorize us to calculate the liquidity fees owed to the MMF as a result of redemptions submitted through you (the “Fee Amount”) following the imposition of the liquidity fee and to withhold an amount equal to the Fee Amount from any redemption proceeds or other payments that you are owed.

(c) You may be notified by an MMF that a liquidity fee or redemption gate has been implemented via email, phone call, website disclosure, or the filing of a supplement to the applicable MMF’s prospectus. To facilitate the applicable MMF’s ability to calculate the Fee Amount, following such notification, you agree to provide the applicable MMF, before each NAV Calculation Time (as described in the applicable MMF prospectus), with the gross dollar amount and number of MMF shares that your customers tendered for redemption before the NAV Calculation Time and, if requested, after the time at which the liquidity fee was imposed or before the time at which the liquidity fee was terminated or modified, as applicable.

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(d) If a redemption gate is implemented by an MMF, you agree to reject any redemption and exchange MMF Orders in the MMF that you receive in good form while the redemption gate is in effect. To the extent required under applicable law or the terms of a MMF’s prospectus, you further agree to promptly re-confirm with your customers their intent to execute trades submitted during the implementation of a liquidity fee or redemption gate.

(e) You acknowledge that an MMF may pay a redemption request that the MMF determines, in its sole discretion, has been received in good order by the MMF or its designee before the imposition of a liquidity fee or redemption gate, provided, however, that you may be required to provide evidence of receipt of the redemption request in good order prior to the applicable implementation time.

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BMO FUNDS, INC.

AMENDED AND RESTATED RULE 12B-1 PLAN

This Rule 12b-1 Plan (the “Plan”), adopted on November 6, 2019, and effective January 1, 2020, by the Board of Directors of BMO Funds, Inc. (the “Corporation”), a Wisconsin corporation, relates to certain classes of shares (the “Classes”) of the portfolios of the Corporation (the “Funds”) set forth in the exhibit hereto as may be amended from time to time.

1.        This Plan is adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Act”) so as to allow the Corporation to make payments as contemplated herein, in conjunction with the distribution of certain Classes of the Funds (the “Shares”).

2.        This Plan is designed to finance activities of Foreside Financial Services, LLC (the “Distributor”) principally intended to result in the sale of Shares to include: (a) providing incentive to broker/dealers (the “Brokers”) to sell Shares and to provide administrative support services to the Funds and their shareholders; (b) compensating other participating financial institutions and other persons (the “Financial Intermediaries”) for providing administrative and other support services to the Funds and their shareholders; (c) paying for the costs incurred in conjunction with advertising and marketing of Shares to include expenses of preparing, printing, and distributing prospectuses and sales literature to prospective shareholders, Brokers, or Financial Intermediaries; and (d) other costs incurred in the implementation and operation of the Plan. In compensation for services provided pursuant to this Plan, the Distributor will be paid a fee in the amount and in respect of the Classes set forth on the applicable exhibit.

3.        Any payment to the Distributor in accordance with this Plan will be made pursuant to the Distribution Agreement entered into by and between the Corporation, the Corporation’s administrator, and the Distributor. Any payments made by the Distributor to Brokers and Financial Intermediaries with funds received as compensation under this Plan will be made pursuant to a Sales and Services Agreement entered into by the Distributor and the Broker or Financial Intermediaries.

4.        The Distributor has the right (i) to select, in its sole discretion, the Brokers and Financial Intermediaries to participate in the Plan, and (ii) to terminate without cause and in its sole discretion any Sales and Services Agreement.

5.        Quarterly, in each year that this Plan remains in effect, the Distributor shall prepare and furnish to the Board of Directors of the Corporation, and the Board of Directors shall review, a written report of the amounts expended under the Plan and the purpose for which such expenditures were made.

6.        This Plan shall become effective with respect to each Class (i) after approval by majority votes of: (a) the Corporation’s Board of Directors; and (b) the Directors of the Corporation who are not interested persons of the Corporation and who have no direct or indirect financial interest in the Plan (“Disinterested Directors”), cast in person at a meeting called for the purpose of voting on the Plan.

7.        This Plan shall remain in effect with respect to each Class presently set forth on an exhibit and any subsequent Classes added pursuant to an exhibit during the initial year of this Plan for the period of one year from the date set forth on Exhibit A and may be continued thereafter if this Plan is approved with respect to each Class at least annually by a majority of the Corporation’s Board of Directors and a majority of the Disinterested Directors, cast in person at a meeting called for the purpose of voting on such Plan. If this Plan is adopted with respect to a Class after the first annual approval by the Directors as described above, this Plan will be effective as to that Class upon the date of the applicable exhibit (and after shareholder approval, if required under the Act) and will continue in effect until the next annual approval of this Plan by the Directors and thereafter for successive periods of one year subject to approval as described above.

8.        All material amendments to this Plan must be approved by a vote of the Board of Directors of the Corporation and of the Disinterested Directors, cast in person at a meeting called for the purpose of voting on it.

9.        This Plan may not be amended in order to increase materially the costs that the Classes may bear for distribution pursuant to the Plan without being approved by a majority vote of the outstanding voting securities of the Classes as defined in Section 2(a)(42) of the Act.

10.        This Plan may be terminated with respect to a particular Class at any time by: (a) a majority vote of the Disinterested Directors; or (b) a vote of a majority of the outstanding voting securities of the particular Class as defined in Section 2(a)(42) of the Act; or (c) by the Distributor on 60 days’ notice to the Corporation. In the event of termination of the Plan, the Distributor shall be reimbursed only for permitted amounts incurred to the date of termination and within the limits set forth in the exhibits hereto.

11.        While this Plan shall be in effect, the selection and nomination of Disinterested Directors of the Corporation shall be committed to the discretion of the Disinterested Directors then in office. Nothing herein shall prevent the involvement of others in such selection and nomination if the final decision on any such selection and nomination is approved by a majority of such Disinterested Directors.

12.        All agreements with any person relating to the implementation of this Plan shall be in writing and any agreement related to this Plan shall be subject to termination, without penalty, pursuant to the provisions of Paragraph 10 herein.

13.        This Plan shall be construed in accordance with and governed by the laws of the State of Wisconsin.

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EXHIBIT A

to the

Rule 12b-1 Plan

BMO FUNDS, INC.

Class A Shares

of the

BMO Low Volatility Equity Fund

BMO Dividend Income Fund

BMO Large-Cap Value Fund

BMO Large-Cap Growth Fund

BMO Mid-Cap Growth Fund

BMO Mid-Cap Value Fund

BMO Small-Cap Core Fund

BMO Small-Cap Value Fund

BMO Small-Cap Growth Fund

BMO Global Low Volatility Equity Fund

BMO Disciplined International Equity Fund

BMO Pyrford International Stock Fund

BMO LGM Emerging Markets Equity Fund

BMO Alternative Strategies Fund

BMO Ultra Short Tax-Free Fund

BMO Short Tax-Free Fund

BMO Short-Term Income Fund

BMO Intermediate Tax-Free Fund

BMO Strategic Income Fund

BMO Corporate Income Fund

BMO Core Plus Bond Fund

BMO High Yield Bond Fund

Effective as of January 1, 2020

This Plan is adopted by BMO Funds, Inc. with respect to the Class of Shares of its portfolios set forth above.

In compensation for the services provided pursuant to this Plan, the Distributor will be paid an annual fee equal to a maximum of 0.25 of 1% of the net assets of the Class A Shares of the portfolios of BMO Funds, Inc. set forth above.

A-1

BMO FUNDS, INC.

AMENDED AND RESTATED RULE 12B-1 PLAN

on behalf of

BMO Target Risk Funds

     This Amended and Restated Rule 12b-1 Plan (the “Plan”), adopted on November 6, 2019, and effective January 1, 2020, by the Board of Directors of BMO Funds, Inc. (the “Corporation”), a Wisconsin corporation, relates to certain classes of shares (the “Classes”) of the portfolios of the Corporation (the “Funds”) set forth in the exhibit hereto as may be amended from time to time.

1.        This Plan is adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Act”) so as to allow the Corporation to make payments as contemplated herein, in conjunction with the distribution of certain Classes of the Funds (the “Shares”).

2.        This Plan is designed to finance activities of Foreside Financial Services, LLC (the “Distributor”) principally intended to result in the sale of Shares to include: (a) providing incentive to broker/dealers (the “Brokers”) to sell Shares and to provide administrative support services to the Funds and their shareholders; (b) compensating other participating financial institutions and other persons (the “Financial Intermediaries”) for providing administrative and other support services to the Funds and their shareholders; (c) paying for the costs incurred in conjunction with advertising and marketing of Shares to include expenses of preparing, printing, and distributing prospectuses and sales literature to prospective shareholders, Brokers, or Financial Intermediaries; and (d) other costs incurred in the implementation and operation of the Plan. In compensation for services provided pursuant to this Plan, the Distributor will be paid a fee in the amount and in respect of the Classes set forth on the applicable exhibit.

3.        Any payment to the Distributor in accordance with this Plan will be made pursuant to the Distribution Agreement entered into by and between the Corporation, the Corporation’s administrator, and the Distributor. Any payments made by the Distributor to Brokers and Financial Intermediaries with funds received as compensation under this Plan will be made pursuant to a Sales and Services Agreement entered into by the Distributor and the Broker or Financial Intermediaries.

4.        The Distributor has the right (i) to select, in its sole discretion, the Brokers and Financial Intermediaries to participate in the Plan, and (ii) to terminate without cause and in its sole discretion any Sales and Services Agreement.

5.        Quarterly, in each year that this Plan remains in effect, the Distributor shall prepare and furnish to the Board of Directors of the Corporation, and the Board of Directors shall review, a written report of the amounts expended under the Plan and the purpose for which such expenditures were made.

6.        This Plan shall become effective with respect to each Class (i) after approval by majority votes of: (a) the Corporation’s Board of Directors; and (b) the Directors of the

Corporation who are not interested persons of the Corporation and who have no direct or indirect financial interest in the Plan (“Disinterested Directors”), cast in person at a meeting called for the purpose of voting on the Plan.

7.        This Plan shall remain in effect with respect to each Class presently set forth on an exhibit and any subsequent Classes added pursuant to an exhibit during the initial year of this Plan for the period of one year from the date set forth on Exhibit A and may be continued thereafter if this Plan is approved with respect to each Class at least annually by a majority of the Corporation’s Board of Directors and a majority of the Disinterested Directors, cast in person at a meeting called for the purpose of voting on such Plan. If this Plan is adopted with respect to a Class after the first annual approval by the Directors as described above, this Plan will be effective as to that Class upon the date of the applicable exhibit (and after shareholder approval, if required under the Act) and will continue in effect until the next annual approval of this Plan by the Directors and thereafter for successive periods of one year subject to approval as described above.

8.        All material amendments to this Plan must be approved by a vote of the Board of Directors of the Corporation and of the Disinterested Directors, cast in person at a meeting called for the purpose of voting on it.

9.        This Plan may not be amended in order to increase materially the costs that the Classes may bear for distribution pursuant to the Plan without being approved by a majority vote of the outstanding voting securities of the Classes as defined in Section 2(a)(42) of the Act.

10.        This Plan may be terminated with respect to a particular Class at any time by: (a) a majority vote of the Disinterested Directors; or (b) a vote of a majority of the outstanding voting securities of the particular Class as defined in Section 2(a)(42) of the Act; or (c) by the Distributor on 60 days’ notice to the Corporation. In the event of termination of the Plan, the Distributor shall be reimbursed only for permitted amounts incurred to the date of termination and within the limits set forth in the exhibits hereto.

11.        While this Plan shall be in effect, the selection and nomination of Disinterested Directors of the Corporation shall be committed to the discretion of the Disinterested Directors then in office. Nothing herein shall prevent the involvement of others in such selection and nomination if the final decision on any such selection and nomination is approved by a majority of such Disinterested Directors.

12.        All agreements with any person relating to the implementation of this Plan shall be in writing and any agreement related to this Plan shall be subject to termination, without penalty, pursuant to the provisions of Paragraph 10 herein.

13.        This Plan shall be construed in accordance with and governed by the laws of the State of Wisconsin.

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EXHIBIT A

to the

Amended and Restated Rule 12b-1 Plan

BMO FUNDS, INC.

Class R3 Shares

of the

BMO Conservative Allocation Fund

BMO Moderate Allocation Fund

BMO Balanced Allocation Fund

BMO Growth Allocation Fund

BMO Aggressive Allocation Fund

Effective January 1, 2020

This Plan is adopted by BMO Funds, Inc. with respect to the Class of Shares of its portfolios set forth above.

In compensation for the services provided pursuant to this Plan, the Distributor will be paid an annual fee equal to a maximum of 0.50 of 1% of the net assets of the Class R3 Shares of the portfolios of BMO Funds, Inc. set forth above.

A-1

CODE OF ETHICS   © Foreside Financial Group, LLC

CODE OF ETHICS

i

ii

INTRODUCTION

This Code of Ethics (the “Code”) has been adopted by Foreside Financial Group, LLC (“Foreside”) and each of its affiliated entities and direct or indirect wholly-owned subsidiaries as listed in Appendix A (each, a “Company” and collectively, the “Companies”). This Code pertains to the Companies’ distribution services to registered management investment companies or series thereof, as well as those funds for which certain employees of the Companies (or an affiliate thereof) serve as an officer or director of a registered investment company (“Fund Officer”) or have been designated an Access Person by the Review Officer¹ (each a “Fund” and as set forth in the List of Access Persons & Reportable Funds). This Code:

Definitions of underlined terms are included in Appendix B.

Each Company, through its President, may impose internal sanctions should Access Persons of any Company (as identified on the List of Access Persons & Reportable Funds maintained by the Review Officer) violate these policies or procedures. A registered broker-dealer and its personnel may be subject to various regulatory sanctions, including censure, suspension, fines, expulsion or revocation of registration for violations of securities rules, industry regulations and the Company’s internal policies and procedures. In addition, negative publicity associated with regulatory investigations and private lawsuits can negatively impact and severely damage business reputation.

Furthermore, failure to comply with this Code is a very serious matter and may result in internal disciplinary action being taken. Such action may include, among other things, warnings, reprimands, restrictions on activities and/or suspension or termination of employment. Violations also may result in referral to regulatory, civil or criminal authorities where appropriate.

Should Access Persons require additional information about this Code or have ethics-related questions, please contact the Review Officer, as defined under Section 8 below, directly.

1.        STANDARDS OF PROFESSIONAL CONDUCT

Each Company forbids any Access Person from engaging in any conduct that is contrary to this Code. Furthermore, certain persons subject to the Code are also subject to other restrictions or requirements that affect their ability to open securities accounts, effect securities transactions, report securities transactions, maintain information and documents in a confidential manner and other matters relating to the proper discharge of their obligations to the Company or to a Fund.

¹ Each Company is adopting this Code pursuant to Rule 17j-1 with respect to certain funds that it distributes or for which an employee of the Company serves as a Fund Officer or has been designated as an Access Person. Pursuant to the exception noted under Rule 17j-1(c)(3), adopting and approving a Rule 17j-1 code of ethics with respect to a Fund, as well as the Code’s administration, by a principal underwriter is not required unless:

A Fund Officer is permitted to report as an Access Person under this Code with respect to the Funds listed on the List of Access Persons & Reportable Funds maintained by the Review Officer.

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Each Company has always held itself and its employees to the highest ethical standards. Although this Code is only one manifestation of those standards, compliance with its provisions is essential. Each Company adheres to the following standards of professional conduct, as well as those specific policies and procedures discussed throughout this Code:

(a)        Fiduciary Duties. Each Company and its Access Persons are fiduciaries and at all times shall:

(b)        Compliance with Laws. Access Persons shall maintain knowledge of and comply with all applicable federal and state securities laws, rules and regulations, and shall not knowingly participate or assist in any violation of such laws, rules or regulations.

It is unlawful for Access Persons to use any information concerning a security held or to be acquired by a Fund, or their ability to influence any investment decisions, for personal gain or in a manner detrimental to the interests of a Fund.

Access Persons shall not, directly or indirectly, in connection with the trading of a Fund’s shares or the purchase or sale of a security held or to be acquired by a Fund for which they are an Access Person:

(c)        Corporate Culture. Access Persons, through their words and actions, shall act with integrity, encourage honest and ethical conduct and adhere to a high standard of business ethics.

(d)        Professional Misconduct. Access Persons shall not engage in any professional conduct involving dishonesty, fraud, deceit or misrepresentation, or commit any act that reflects adversely on their honesty, trustworthiness or professional competence. Access Persons shall not knowingly misrepresent, or cause others to misrepresent, facts about a Company to a Fund, a Fund’s shareholders, regulators or any member of the public. Disclosure in reports and documents should be fair and accurate.

(e)        Disclosure of Conflicts. As a fiduciary, each Company and Access Person has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of a Fund. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any Fund. Access Persons must try to avoid situations that have even the appearance of conflict or impropriety.

This Code prohibits inappropriate favoritism of one Fund over another that would constitute a breach of fiduciary duty. Access Persons shall support an environment that fosters the ethical resolution of, and appropriate disclosure of, conflicts of interest, and shall comply with any prohibition on activities imposed by a Company if a conflict of interest exists. If any Access Person is (or becomes) aware of a personal interest that is, or might be, in conflict with the interest of a Fund, that Access Person must

2

promptly disclose the situation or transaction and the nature of the conflict to the Review Officer for appropriate consideration.

(f)        Undue Influence. Access Persons shall not cause or attempt to cause any Fund to purchase, sell or hold any security in a manner calculated to create any personal benefit to them or others whose accounts they hold a beneficial ownership interest (i.e., their spouse or domestic partner, minor children or relatives who reside in the Access Person’s household) or over which they have direct or indirect influence or control.

(g)        Confidentiality and Protection of Material Nonpublic Information. The term “Material Nonpublic Information” refers to information that is both material information and nonpublic information, and also may be referred to as “Inside Information.” Information is considered to be “Nonpublic Information” unless it has been publicly disclosed, for example, through public filing with a securities regulator, issuance of a press release or the issuance of a prospectus. The term “Material Information” has no specific definition, but, for the purposes of this Code, it shall refer to any information that might have an effect on the market for a security generally or any information that a reasonable person would consider important in a decision to buy, hold or sell a security. Examples of material nonpublic information may include, but are not limited to: sales results; earnings (or loss) estimates (including significant changes to previously released information); dividend actions; strategic plans; new products, discoveries or services; significant personnel changes; acquisition, merger and divestiture plans; liquidity issues; proposed securities offerings; major pending or threatened litigation or potential claims; restructurings and recapitalizations; and the negotiation or termination of major contracts or relationships.

Information concerning the identity of portfolio holdings and financial circumstances of a Fund is confidential. Access Persons are responsible for safeguarding such material nonpublic information about a Fund, including portfolio recommendations and fund holdings. Except as required in the normal course of carrying out their business responsibilities and as permitted by a Fund’s policies and procedures, Access Persons shall not reveal information relating to the investment intentions or activities of any Fund, or securities that are being considered for purchase or sale on behalf of any Fund.

Access Persons in possession of material nonpublic information must maintain the confidentiality of such information, and each Company shall be bound by a Fund’s policies and procedures with regard to disclosure of an investment company’s identity, affairs and portfolio holdings. The obligation to safeguard such Fund information would not preclude Access Persons from providing necessary information to, for example, persons providing services to a Company or a Fund’s account such as brokers, accountants, custodians and fund transfer agents, or in other circumstances when the Fund consents, as long as such disclosure conforms to the Fund’s portfolio holdings disclosure policies and procedures.

In any case, Access Persons shall not:

(h)        Personal Securities Transactions. All personal securities transactions shall be conducted in such a manner as to be consistent with this Code and to avoid any actual or potential conflict of interest or any abuse of any Access Person’s position of trust and responsibility.

(i)        Gifts. Access Persons shall not accept or provide anything in excess of $100.00 (per individual per year) or any other preferential treatment, in each case as a gift, to or from any broker-dealer or other entity with which a Company or a Fund does business.

3

(j)        Service on Boards. Access Persons shall not serve on the boards of trustees (or directors) of publicly traded companies, absent prior authorization based upon a determination by the Review Officer that the board service would be consistent with the interests of the Company, a Fund and its shareholders.

(k)         Prohibition Against Market Timing. Access Persons shall not engage in market timing of shares of Reportable Funds (a list of which are provided in the List of Access Persons & Reportable Funds maintained by the Review Officer). For purposes of this section, an Access Person’s trades shall be considered ‘market timing’ if made in violation of any stated policy in the Fund’s prospectus.

All Access Persons, in each case only with respect to the Reportable Funds as listed on the List of Access Persons & Reportable Funds maintained by the Review Officer, shall abide by this Code. Access Persons are required to comply with specific reporting requirements as set forth in Sections 3 and 4 of this Code.

(a)        Blackout Period. Access Persons shall not purchase or sell a Reportable Security in an account in their name, or in the name of others in which they hold a beneficial ownership interest or over which they have direct or indirect influence or control, if they had actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the security was purchased or sold or was considered for purchase or sale by a Fund.

(b)        Requirement for Pre-clearance. Access Persons must obtain prior written approval from the Review Officer before:

All requests for pre-clearance of securities transactions must be submitted to the Review Officer for review using the Pre-Clearance Request Form, in the form of Attachment B.

In determining whether to pre-clear the transaction, the Review Officer shall consider, among other factors, whether such opportunity is being offered to the Access Person by virtue of his or her position with the Fund or would result in a conflict of interest. Other factors to be considered may include: discussion with the Access Person concerning the reason for the requested transaction and how he or she became aware of the investment; the Access Person’s work role; the size and holding period of the proposed investment; the market capitalization of the issuer; the liquidity of the security; and other relevant factors. The Review Officer granting or denying the request must document the basis for the decision and notify the requesting person whether the trading request is approved or denied.

A pre-clearance request should not be submitted for a transaction that the requesting person does not intend to execute. Pre-clearance trading authorization is valid only from the time when approval is granted through the next business day. If the transaction is not executed within this period, an explanation of why the pre-cleared transaction was not completed must be submitted to the Review Officer within five

4

(5) days. With respect to any effected transaction, the Access Person must provide the Review Officer with a transaction report evidencing the transaction consistent with the reporting requirements of Section 4.

(c)        Fund Officer Prohibition. No Fund Officer shall directly or indirectly seek to obtain information (other than that necessary to accomplish the functions of the office) from any Fund portfolio manager regarding (i) the status of any pending securities transaction for a Fund or (ii) the merits of any securities transaction contemplated by the Fund Officer.

(a)        Reporting. Access Persons must report the information described in this Section with respect to transactions in any Reportable Security in which they have, or by reason of such transaction acquire, any direct or indirect beneficial ownership. Access Persons must submit the appropriate reports to the Review Officer, unless they are otherwise required by a Fund, pursuant to a Code of Ethics adopted by the Fund, to report to the Fund or another entity.

(b)        Exceptions from Reporting Requirement of Section 4. Access Persons need not submit:

(c)         Initial Holdings Reports. No later than ten (10) days after a person becomes an Access Person, the person must report the following information:

The information contained in the initial holdings report must be current as of a date no more than forty-five (45) days prior to the date the person becomes an Access Person.

(d)        Quarterly Transaction Reports. No later than thirty (30) days after the end of a calendar quarter, each Access Person must submit a quarterly transaction report which includes, at a minimum, the following information with respect to any transaction during the quarter in a Reportable Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership:

5

(e)        New Account Opening; Quarterly New Account Report. Each Access Person shall provide written notice to the Review Officer prior to opening any new account with any entity through which a Reportable Securities (whether or not publicly traded) transaction may be effected for which the Access Person has direct or indirect beneficial ownership.

In addition, no later than thirty (30) days after the end of a calendar quarter, each Access Person must submit a Quarterly New Account Report with respect to any account established by such a person in which any Reportable Securities (whether or not publicly traded) were held during the quarter for the direct or indirect benefit of the Access Person. The Quarterly New Account Report shall cover, at a minimum, all accounts at a broker-dealer, bank or other institution opened during the quarter and provide the following information:

(f)        Annual Holdings Reports. Annually, each Access Person must report the following information (which information must be current as of a date no more than forty-five (45) days before the report is submitted):

(g)        Alternative Reporting. The submission to the Review Officer of duplicate broker trade confirmations and account statements on all securities transactions required to be reported under this Section shall satisfy the reporting requirements of Section 4. The annual holdings report may be satisfied by confirming annually, in writing, the accuracy of the information delivered by, or on behalf of, the Access Person to the Review Officer and recording the date of the confirmation.

(h)        Report Qualification. Any report may contain a statement that the report shall not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Reportable Securities to which the report relates.

(i)        Providing Access to Account Information. Access Persons will promptly:

6

(j)         Confidentiality of Reports. Transaction and holdings reports will be maintained in confidence, except to the extent necessary to implement and enforce the provisions of this Code or to comply with requests for information from regulatory or government agencies or law enforcement where applicable.

Each Access Person is required to acknowledge in writing, initially and annually (in the form of Attachment A), that the person has received, read and understands the Code (and in the case of any amendments thereto, shall similarly acknowledge such amendment) and recognizes that he or she is subject to the Code. Further, each such person is required to certify annually that he or she has:

If an Access Person is unable to make the above representations, he or she shall report any violations of this Code to the Review Officer.

Access Persons shall report any violations of this Code promptly to the Review Officer, unless the violations implicate the Review Officer, in which case the individual shall report the violations to the Chief Risk Officer or Chief Executive Officer of Foreside, as appropriate. Such reports will be confidential, to the extent permitted by law, and investigated promptly and appropriately. Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code.

Reported violations of the Code will be investigated and appropriate actions will be taken. Types of reporting that are required include, but are not limited to:

Access Persons should seek advice from the Review Officer with respect to any action or transaction that may violate this Code, and refrain from any action or transaction that might lead to the

7

appearance of a violation. Access Persons should promptly report any apparent or suspected violations in addition to actual or known violations of this Code to the Review Officer.

Training with respect to the Code will occur periodically and all Access Persons are required to attend any training sessions or read any applicable materials. Training may include, among other things, (1) periodic orientation or training sessions with new and existing personnel to remind them of their obligations under the Code and/or (2) certifications that Access Persons have read and understood the Code, and require re-certification that they have re-read, understand and have complied with the Code.

(a)        Duties of Review Officer. The President of Foreside has been appointed by the President of each Company as the Review Officer to:

The Chief Risk Officer of Foreside shall review any reportable securities transactions of the Review Officer, and shall assume the responsibilities of the Review Officer in his or her absence. The Review Officer may delegate responsibilities described herein to an appropriate Foreside representative.

(b)        Potential Trade Conflict. When there appears to be a Reportable Securities transaction that conflicts with the Code, the Review Officer shall request a written explanation from the Access Person with regard to the transaction. If, after post-trade review, it is determined that there has been a material violation of the Code, a report will be made by the Review Officer with a recommendation of appropriate action to be taken to the Risk Committee of Foreside, the President of each Company, where applicable, the Chief Compliance Officer of each Company’s Broker-Dealer, where applicable, and a Fund’s Board of Trustees (or Directors), where applicable.

(c)        Required Records. The Review Officer shall maintain and cause to be maintained:

8

(d)         Post-Trade Review Process.     Following receipt of trade confirms and statements, transactions will be screened by the Review Officer (or his or her designee) for the following:

9

10

CODE OF ETHICS

APPENDIX A

FORESIDE COMPANIES

The following affiliated entities and direct or indirect wholly-owned subsidiaries of Foreside are subject to the Code of Ethics:

BD Compliance Solutions, LLC (f/k/a IVA Funds Distributors, LLC)*

Compass Distributors, LLC*

Fairholme Distributors, LLC*

Foreside Advisory Services, LLC

Foreside Associates, LLC*

Foreside Consulting Services, LLC

Foreside Distribution Services, L.P.*

Foreside Distributors, LLC

Foreside Financial Services, LLC*

Foreside Fund Officer Services, LLC

Foreside Fund Partners LLC*

Foreside Fund Services, LLC*

Foreside Funds Distributors LLC*

Foreside Global Services Limited

Foreside Global Services, LLC*

Foreside Investment Services, LLC*

Foreside Management Services, LLC

Funds Distributor, LLC*

IMST Distributors, LLC*

MGI Funds Distributors, LLC*

Northern Funds Distributors, LLC*

Orbis Investments (U.S.), LLC*

Parnassus Funds Distributor, LLC*

PNC Funds Distributor, LLC* (Pending name change to Foreside Distribution Solutions, LLC anticipated in January 2020)

Sterling Capital Distributors, LLC*

VT Distributors LLC*

* FINRA-registered broker-dealer

The companies listed on this Appendix A may be amended from time to time, as required.

11

CODE OF ETHICS

APPENDIX B

DEFINITIONS

12

Included in the definition of Reportable Security are:

13

CODE OF ETHICS

ATTACHMENT A

ACCESS PERSON ACKNOWLEDGMENT

I understand that I am an Access Person subject to the Foreside Code of Ethics (the “Code”) adopted by each Foreside Company. I hereby certify that I have read and understand the current Code, and will comply with it in all respects. In addition, I certify that I have complied with the requirements of the Code, and that I have disclosed or reported all personal securities accounts and transactions required to be disclosed or reported pursuant to the requirements of the Code.

This form must be completed and returned to the Risk Management:

Foreside Financial Group, LLC

ATTN: Review Officer (or his or her designee)

Three Canal Plaza, Third Floor

Portland, ME 04101

Received By: _________________________________________

Date: _______________________________________________

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CODE OF ETHICS

ATTACHMENT B

PRE-CLEARANCE REQUEST FORM

As an Access Person subject to the Code of Ethics (the “Code”) adopted by Foreside Financial Group, LLC (“Foreside”), I hereby request approval to purchase an initial public offering, private placement or shares of a Reportable Fund for which I am an Access Person. Pursuant to my request, I provide the following information concerning the security where applicable.

I understand that it is a violation of the Code to purchase an initial public offering, private placement or shares of a Reportable Fund for which I am an Access Person without receiving prior written approval from Foreside’s Review Officer. I further understand that (i) any pre-clearance trading authorization is valid only from the time when approval is granted through the next business day and (ii) an explanation of why the pre-cleared transaction was not completed must be submitted to the Review Officer within five (5) days if the transaction is not executed within the period. I also agree to provide the Review Officer with a transaction report evidencing the pre-cleared transaction consistent with the reporting requirements of Section 4. of the Code.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

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Approval request granted:

Yes: ______     No: ______

The following criteria were considered in assessing the Access Person’s pre-clearance request (use back of page if necessary):___________________________________________________________________________________________________

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