0001398344-15-005504 Sample Contracts

AGREEMENT AND DECLARATION OF TRUST of M3Sixty Manager of Managers Trust, a Delaware Statutory Trust
Agreement and Declaration of Trust • August 20th, 2015 • M3Sixty Manager of Managers Trust • Delaware

AGREEMENT AND DECLARATION OF TRUST made this 29th day of May, 2015, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided. This Agreement and Declaration of Trust shall be effective upon the filing of the Certificate of Trust in the office of the Secretary of State of the State of Delaware.

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 20th, 2015 • M3Sixty Manager of Managers Trust • Delaware

This Agreement is made and entered into effective as of _______, 2015, by and between the M3Sixty Manager of Managers Trust, a Delaware Statutory Business Trust (the “Trust”) on behalf of the series listed on Exhibit A hereto, a series of shares of the Trust (the “Fund”), and M3Sixty Advisors, LLC, a Delaware limited liability company (the “Adviser”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT M3SIXTY MANAGER OF MANAGERS TRUST
Expense Limitation Agreement • August 20th, 2015 • M3Sixty Manager of Managers Trust

This Agreement is effective as of _____, 2015, by and between the series of shares of M3Sixty Manager of Managers Trust, a Delaware statutory trust (the “Trust”) identified on Exhibit A hereto (each, a “Fund”) and M3Sixty Advisors, LLC, a Delaware limited liability company (the “Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • August 20th, 2015 • M3Sixty Manager of Managers Trust • New York

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of ______, 2015 by and among M3Sixty Manager of Managers Trust (the “Fund”), a Delaware Statutory Trust, M3Sixty Advisors, LLC, a Delaware limited liability company (the “Adviser”), and 360 Distributors, Inc. (the “Distributor”), a New York corporation.

Investment Company Services Agreement M3SIXTY MANAGER OF MANAGERS TRUST
Investment Company Services Agreement • August 20th, 2015 • M3Sixty Manager of Managers Trust • Delaware

This Agreement, dated as of ______, 2015, by and between M3Sixty Managers of Managers Trust (the “Fund”), on behalf of the series identified on Schedule C attached hereto, a Delaware statutory business trust operating as an open-end, investment management company registered under the Investment Company Act of 1940, as amended (the “Act”), duly organized and existing under the laws of the State of Delaware, and M3Sixty Administration, LLC (the “Administrator”), a limited liability company duly organized under the laws of the State of Delaware (collectively, the “Parties”).

FORM OF INITIAL SUBSCRIPTION AGREEMENT
Initial Subscription Agreement • August 20th, 2015 • M3Sixty Manager of Managers Trust
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