Copeland Trust Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • December 23rd, 2021 • Copeland Trust • New York

THIS UNDERWRITING AGREEMENT effective the 1st day of February, 2019, by and between COPELAND TRUST, a Delaware statutory trust, having its principal office and place of business at Eight Tower Bridge, 161 Washington Street, Suite 1325, Conshohocken, PA 19428 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 17645 Wright Street, Suite 200, Omaha, Nebraska 68130 (“NLD”).

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By-Laws of EDGARTOWN TRUST
By-Laws • October 7th, 2010 • Edgartown Trust
FUND SERVICES AGREEMENT between COPELAND TRUST and
Fund Services Agreement • December 20th, 2010 • Copeland Trust • New York

THIS FUND SERVICES AGREEMENT (the “Agreement”) made as of the 15th day of November, 2010, by and between COPELAND TRUST, a Delaware statutory trust having its principal office and place of business at Eight Tower Bridge, 161 Washington Street, Conshohocken, PA 19428 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.

AGREEMENT AND DECLARATION OF TRUST of
Declaration of Trust • October 7th, 2010 • Edgartown Trust • Delaware
CUSTODY AGREEMENT
Custody Agreement • December 14th, 2015 • Copeland Trust • Illinois

AGREEMENT dated as of September 10, 2015, between COPELAND TRUST, a business trust organized under the laws of the State of Delaware, having its principal office and place of business at 161 Washington St., Suite 1325, Conshohocken, PA 19428 (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.

FUND SERVICES AGREEMENT between COPELAND TRUST and
Fund Services Agreement • December 23rd, 2021 • Copeland Trust • New York

THIS FUND SERVICES AGREEMENT (the “Agreement”) made as of the 10th day of November, 2021, by and between COPELAND TRUST, a Delaware statutory trust having its principal office and place of business at 161 Washington Street, Suite 1325, Conshohocken, Pennsylvania 19428 (the "Trust") and ULTIMUS FUND SOLUTIONS, LLC, an Ohio limited liability company having its principal office and place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 (“UFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.

COPELAND TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • January 3rd, 2012 • Copeland Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 15th day of November 2010, as amended November 14, 2011, by and between COPELAND TRUST, a Delaware statutory trust (the “Trust”), on behalf of COPELAND RISK MANAGED DIVIDEND GROWTH FUND (the “Fund”) a series of the Trust, and the investment adviser of the Fund, Copeland Capital Management, LLC (the “Adviser”).

Amendment to Custody Agreement
Custody Agreement • December 23rd, 2021 • Copeland Trust

THIS SECOND AMENDMENT, dated as of November 10, 2021, to the Custody Agreement, originally made and entered into as of September 10, 2015 (the "Agreement") by and between COPELAND TRUST, a business trust organized under the laws of the State of Delaware, having its principal office and place of business at 161 Washington St., Suite 1325, Conshohocken, PA 19428 ("the Trust"), and THE NORTHERN TRUST COMPANY (the "Custodian"), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

COPELAND TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 23rd, 2021 • Copeland Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) dated as of the 15th day of November 2010, as amended November 30, 2012, November 17, 2015, November 30, 2016, November 27, 2018, September 16, 2020 and November 10, 2021 by and between COPELAND TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its series (each, a “Fund” and collectively, the “Funds”) of the Trust, and the investment adviser of the Funds, Copeland Capital Management, LLC (the “Adviser”).

THIRD AMENDMENT to FUND SERVICES AGREEMENT
Fund Services Agreement • March 30th, 2015 • Copeland Trust

THIS Amendment (this “Amendment”), effective as of March 1, 2015, by and among Copeland Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Gemini Fund Services, LLC, a Nebraska limited liability company (“Gemini”) (collectively, the “Parties”).

AMENDMENT to FUND SERVICES AGREEMENT
Fund Services Agreement • December 7th, 2012 • Copeland Trust

THIS AMENDMENT, effective as of November 13, 2012, by and among Copeland Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Gemini Fund Services, LLC, a Nebraska limited liability company (“Gemini”).

COPELAND TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • March 25th, 2019 • Copeland Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) dated as of the 15th day of November 2010, as amended November 30, 2012, November 17, 2015, November 30, 2016 and November 27, 2018 by and between COPELAND TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its series (each, a “Fund” and collectively, the “Funds”) of the Trust, and the investment adviser of the Funds, Copeland Capital Management, LLC (the “Adviser”).

AMENDMENT to CUSTODY AGREEMENT
Custody Agreement • December 7th, 2012 • Copeland Trust

THIS AMENDMENT, effective as of November 13, 2012, by and between Copeland Trust, previously named Edgartown Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Fifth Third Bank, an Ohio Banking Corporation.

FORM OF PURCHASE AGREEMENT COPELAND SMID CAP DIVIDEND GROWTH FUND
Purchase Agreement • February 24th, 2017 • Copeland Trust
SIXTH AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • January 28th, 2019 • Copeland Trust

THIS SIXTH Amendment TO FUND SERVICES AGREEMENT (this “Amendment”) is effective as of November 27, 2018, and is made by and between Gemini Fund Services, LLC, a Nebraska limited liability company (“GFS”), and Copeland Trust, a Delaware statutory trust (the “Trust”).

PURCHASE AGREEMENT COPELAND SMID CAP DIVIDEND GROWTH FUND
Purchase Agreement • March 29th, 2017 • Copeland Trust
COPELAND TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • February 24th, 2017 • Copeland Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) dated as of the 15th day of November 2010, as amended November 30, 2012, November 17, 2015 and November 30, 2016 by and between COPELAND TRUST, a Delaware statutory trust (the “Trust”), on behalf of COPELAND RISK MANAGED DIVIDEND GROWTH FUND, COPELAND INTERNATIONAL RISK MANAGED DIVIDEND GROWTH FUND, COPELAND INTERNATIONAL SMALL CAP DIVIDEND GROWTH FUND and COPELAND SMID CAP DIVIDEND GROWTH FUND (each, a “Fund” and collectively, the “Funds”) each a series of the Trust, and the investment adviser of the Funds, Copeland Capital Management, LLC (the “Adviser”).

Amendment to Management Agreement
Management Agreement • February 24th, 2017 • Copeland Trust

Copeland Capital Management, LLC, a limited liability corporation organized under the laws of the State of Delaware (“Copeland Capital”).

Amendment to Management Agreement
Management Agreement • March 29th, 2017 • Copeland Trust

THIS AMENDMENT, effective as of September 14, 2016, by and between Copeland Trust, statutory trust organized under the laws of the State of Delaware (“the Trust”), and Copeland Capital Management, LLC, a limited liability corporation organized under the laws of the State of Delaware (“Copeland Capital”).

Amendment to Management Agreement
Management Agreement • December 23rd, 2021 • Copeland Trust

THIS AMENDMENT, dated as of November 10, 2021, by and between Copeland Trust, a statutory trust organized under the laws of the State of Delaware ("the Trust"), and Copeland Capital Management, LLC, a limited liability corporation organized under the laws of the State of Delaware ("Copeland Capital").

NON-12b-1 SHAREHOLDER SERVICE AGREEMENT
Shareholder Service Agreement • December 7th, 2012 • Copeland Trust • Delaware

We wish to enter into this Shareholder Service Agreement (“Agreement”) with you concerning the provision of shareholder support or administrative services to your clients (“Customers”) who may from time to time be the record or beneficial owners of Class I shares in one or more series listed on Exhibit I hereto (individually, a “Fund” and collectively, the “Funds”) of the Copeland Trust (“us” or the “Trust”).

FIFTH AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • February 24th, 2017 • Copeland Trust

THIS FIFTH AMENDMENT TO FUND SERVICES AGREEMENT (this “Amendment”) is effective as of December 1, 2016, and is made by and between Gemini Fund Services, LLC, a Nebraska limited liability company (“GFS”), and Copeland Trust, a Delaware statutory trust (the “Trust”).

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AMENDMENT to MANAGEMENT AGREEMENT
Management Agreement • December 7th, 2012 • Copeland Trust

THIS AMENDMENT, effective as of November 30, 2012, by and between Copeland Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Copeland Capital Management, LLC, a limited liability corporation organized under the laws of the State of Delaware (“Copeland Capital”).

FIRST AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • February 24th, 2017 • Copeland Trust

THIS Amendment (this “Amendment”), effective as of November 30, 2016, by and among Copeland Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Northern Lights Distributors, LLC, a Nebraska limited liability company (“NLD”) (collectively, the “Parties”).

FOURTH AMENDMENT to FUND SERVICES AGREEMENT
Fund Services Agreement • December 14th, 2015 • Copeland Trust

THIS Amendment (this “Amendment”), effective as of November 17, 2015, by and among Copeland Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Gemini Fund Services, LLC, a Nebraska limited liability company (“Gemini”) (collectively, the “Parties”).

Amendment to Management Agreement
Management Agreement • December 14th, 2015 • Copeland Trust

THIS AMENDMENT, effective as of November 17, 2015, by and between Copeland Trust, stator trust organized under the laws of the State of Delaware (“the Trust”), and Copeland Capital Management, LLC, a limited liability corporation organized under the laws of the State of Delaware (“Copeland Capital”).

Certain identified information has been excluded from the exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. SEVENTH AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • March 26th, 2020 • Copeland Trust

THIS SEVENTH Amendment TO FUND SERVICES AGREEMENT (this “Amendment”) is effective as of April 1, 2020, and is made by and between Gemini Fund Services, LLC, a Nebraska limited liability company (“GFS”), and Copeland Trust, a Delaware statutory trust (the “Trust”).

COPELAND TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 14th, 2015 • Copeland Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) dated as of the 15th day of November 2010, as amended November 30, 2012 and November 17, 2015 by and between COPELAND TRUST, a Delaware statutory trust (the “Trust”), on behalf of COPELAND RISK MANAGED DIVIDEND GROWTH FUND, COPELAND INTERNATIONAL RISK MANAGED DIVIDEND GROWTH FUND and COPELAND INTERNATIONAL SMALL CAP DIVIDEND GROWTH FUND (each, a “Fund” and collectively, the “Funds”) each a series of the Trust, and the investment adviser of the Funds, Copeland Capital Management, LLC (the “Adviser”).

CUSTODY AGREEMENT
Custody Agreement • December 20th, 2010 • Copeland Trust • Ohio

THIS AGREEMENT, is made as of November 15, 2010, by and between The Edgartown Trust, a business trust organized under the laws of the State of Delaware (the "Company"), and FIFTH THIRD BANK, an Ohio banking corporation (the "Custodian").

PURCHASE AGREEMENT COPELAND INTERNATIONAL SMALL CAP FUND
Purchase Agreement • December 23rd, 2021 • Copeland Trust
COPELAND TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 7th, 2012 • Copeland Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) dated as of the 15th day of November 2010, as amended November 30, 2012 by and between COPELAND TRUST, a Delaware statutory trust (the “Trust”), on behalf of COPELAND RISK MANAGED DIVIDEND GROWTH FUND and COPELAND INTERNATIONAL RISK MANAGED DIVIDEND GROWTH FUND (each, a “Fund” and collectively, the “Funds”) each a series of the Trust, and the investment adviser of the Funds, Copeland Capital Management, LLC (the “Adviser”).

Amendment to Management Agreement
Management Agreement • January 29th, 2021 • Copeland Trust

THIS AMENDMENT, dated as of September 16, 2020, by and between Copeland Trust, a statutory trust organized under the laws of the State of Delaware ("the Trust"), and Copeland Capital Management, LLC, a limited liability corporation organized under the laws of the State of Delaware ("Copeland Capital").

FORM of PURCHASE AGREEMENT COPELAND INTERNATIONAL RISK MANAGED DIVIDEND GROWTH FUND
Purchase Agreement • December 7th, 2012 • Copeland Trust
Amendment to Custody Agreement
Custody Agreement • February 24th, 2017 • Copeland Trust

THIS FIRST AMENDMENT, dated as of November 30, 2016, to the Custody Agreement, originally made and entered into as of September 10, 2015 (the “Agreement”) by and between COPELAND TRUST, a business trust organized under the laws of the State of Delaware, having its principal office and place of business at 161 Washington St., Suite 1325, Conshohocken, PA 19428 (“the Trust”), and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

SECOND AMENDMENT to FUND SERVICES AGREEMENT
Fund Services Agreement • March 24th, 2014 • Copeland Trust

THIS AMENDMENT (this “Amendment”), effective as of November 13, 2013, by and among Copeland Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Gemini Fund Services, LLC, a Nebraska limited liability company (“Gemini”), collectively, the “Parties”).

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