AMENDMENT to MANAGEMENT AGREEMENT
AMENDMENT to
THIS AMENDMENT, effective as of November 30, 2012, by and between ▇▇▇▇▇▇▇▇ Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and ▇▇▇▇▇▇▇▇ Capital Management, LLC, a limited liability corporation organized under the laws of the State of Delaware (“▇▇▇▇▇▇▇▇ Capital”).
WHEREAS, the Trust has requested that ▇▇▇▇▇▇▇▇ Capital amend the Management Agreement to add the ▇▇▇▇▇▇▇▇ International Risk Managed Dividend Growth Fund, a new series of the Trust, and ▇▇▇▇▇▇▇▇ Capital has agreed to do so.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein set forth, the parties hereto agree as follows:
1.
Amendments.
(a)
Appendix A is hereby deleted in its entirety and replaced with Appendix A attached hereto, as the same may be amended from time to time.
2.
Miscellaneous.
(a)
Except as amended hereby, the Management Agreement shall remain in full force and effect.
(b)
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed by its duly authorized officer, as the case may be, as of the date and year first above written.
▇▇▇▇▇▇▇▇ TRUST
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, LLC
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title:
Chief Executive Officer
PHTRANS/ 1290901.1
Exhibit A
Dated: December 9, 2010, as amended effective November 30, 2012
Percentage of Average
Fund
Daily Net Assets
▇▇▇▇▇▇▇▇ Risk Managed Dividend Growth Fund
1.00%
▇▇▇▇▇▇▇▇ International Risk Managed Dividend Growth Fund
1.10%
▇▇▇▇▇▇▇▇ TRUST
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Its: President
▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, LLC
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Its:
Chief Executive Officer
PHTRANS/ 1290901.1