DundeeWealth Funds Sample Contracts

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BACKGROUND
Escrow Agreement • November 26th, 2008 • BHR Institutional Funds • Delaware
DISTRIBUTION AGREEMENT
Distribution Agreement • October 1st, 2013 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the 21st day of August, 2013, by and between the MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) on behalf of its series, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). Smith Asset Management Group, LP, a limited partnership, the “Advisor”) is a party hereto with respect to Section 6 only.

MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Managed Portfolio Series • October 1st, 2013 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 21st day of August 2013, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Smith Asset Management Group, L.P., a Delaware limited partnership (the “Adviser”).

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN ADVISERS INVESTMENT TRUST AND THE NORTHERN TRUST COMPANY
Transfer Agency and Service Agreement • August 30th, 2013 • Advisers Investment Trust • Illinois

AGREEMENT made as of this 10th day of September, 2013, by and between Advisers Investment Trust, a business trust organized under the laws of the state of Ohio with its principal place of business at 4041 N. High Street, Suite 402, Columbus, Ohio 43214 (the “Trust”), acting on its own behalf and on behalf of each of its series listed in Schedule A, and THE NORTHERN TRUST COMPANY, a Illinois State Bank having its principal office and place of business at 50 S. LaSalle Street, Chicago, Illinois 60603 (the “Transfer Agent”).

DUNDEEWEALTH FUNDS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated: September 14, 2010
Agreement and Declaration of Trust • January 18th, 2011 • DundeeWealth Funds

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of DundeeWealth Funds, a Delaware statutory trust, is made as of September 14, 2010 by the undersigned Trustees.

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • January 31st, 2014 • RBB Fund Inc

THIS AGREEMENT is dated , 2014 by and between BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation (the “Administrator”), and The RBB Fund, Inc., a Maryland corporation (the “Fund”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • January 31st, 2012 • DundeeWealth Funds • Delaware

AGREEMENT, dated as of December 19, 2011 by and between DundeeWealth US, LP, a Delaware limited partnership (the “Adviser”), and JO Hambro Capital Management Limited, a United Kingdom registered company (the “Sub-Adviser”).

FUND ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT BETWEEN ADVISERS INVESTMENT TRUST AND THE NORTHERN TRUST COMPANY September 10, 2013
Accounting Services Agreement • August 30th, 2013 • Advisers Investment Trust • Illinois

AGREEMENT made as of September 10, 2013 by and between Advisers Investment Trust (the “Trust”) on behalf of the series managed by J.O. Hambro Capital Management Limited (the “Fund”), an Ohio business trust, and The Northern Trust Company (“Northern”), an Illinois corporation.

Schedule B TO INVESTMENT MANAGEMENT AGREEMENT Amended April 1, 2008
Investment Management Agreement • April 29th, 2008 • BHR Institutional Funds
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EXHIBIT A TO EXPENSE LIMITATION AGREEMENT AMENDED 5/31/2007
Expense Limitation Agreement • May 30th, 2007 • BHR Institutional Funds

ClariVest International Institutional 0.99% 03/01/10 Equity Fund ClariVest SMid Cap Growth Fund Institutional 1.00% 03/01/10 Smith Group Large Cap Core Class I 0.79% 06/01/10 Growth Fund Smith Group Large Cap Core Class II 1.04% 06/01/10 Growth Fund

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 30th, 2013 • Advisers Investment Trust • Ohio

AGREEMENT made this day of , 2013, between Advisers Investment Trust (the “Trust”), an Ohio business trust having its principal place of business at 4041 N. High Street, Suite 402, Columbus, Ohio 43214 on behalf of the Funds listed on Schedule A, and J O Hambro Capital Management Limited (the “Investment Adviser”), an investment adviser having its principal place of business at Ryder Court, 14 Ryder Street, London, United Kingdom SW1Y 6QB.

EXHIBIT A TO EXPENSE LIMITATION AGREEMENT AMENDED MARCH 13, 2009
Expense Limitation Agreement • March 12th, 2009 • BHR Institutional Funds
CUSTODY AGREEMENT
Custody Agreement • August 30th, 2013 • Advisers Investment Trust • Illinois

AGREEMENT dated as of September 10, 2013, between Advisers Investment Trust (the “Trust”), a business trust organized under the laws of the State of Ohio, having its principal office and place of business at 4041 N. High Street, Suite 402, Columbus, Ohio 43214 on behalf of the series managed by Lion Global Investors Limited (the “Fund”), and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • October 1st, 2013 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 21st day of August 2013, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the “Fund”), and Smith Asset Management Group, L.P., a Delaware limited partnership (the “Adviser”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • August 30th, 2013 • Advisers Investment Trust • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 1st day of August 2013, by and among DundeeWealth Funds (the “Dundee Trust”) on behalf of JOHCM Emerging Markets Opportunities Fund, JOHCM Global Equity Fund and JOHCM International Select Fund (each a “Transferring Fund” and collectively the “Transferring Funds”), each a series of Dundee Trust; DundeeWealth US, LP (“DundeeWealth US”), investment adviser to the Transferring Funds (for purposes of paragraphs 6.4 and 9.1 of the Agreement only); Advisers Investment Trust on behalf of JOHCM Emerging Markets Opportunities Fund, JOHCM Global Equity Fund and JOHCM International Select Fund (each an “Acquiring Fund” and collectively the “Acquiring Funds”), each a series of Advisers Investment Trust; and JO Hambro Capital Management, Limited, investment adviser to the Acquiring Funds (for purposes of paragraph 9.1 of the Agreement only). The Dundee Trust is a Delaware statutory trust, with its principal place of busi

DUNDEEWEALTH FUNDS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • March 12th, 2013 • DundeeWealth Funds

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of DundeeWealth Funds, a Delaware statutory trust, is made as of September 14, 2010 by the undersigned Trustees.

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