FORM OF PURCHASE AGREEMENT COPELAND SMID CAP DIVIDEND GROWTH FUND

FORM OF PURCHASE AGREEMENT

XXXXXXXX XXXX CAP DIVIDEND GROWTH FUND

Xxxxxxxx Trust, a Delaware Statutory Trust (the “Trust”), and Xxxxxx X. Xxxxx hereby agree with each other as follows:

1.       The Trust hereby offers Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxx hereby purchases one Class I share of the Trust's Xxxxxxxx XXXX Cap Dividend Growth Fund (the “Fund”) for $10.00 per share, (the “Share”). The Trust hereby acknowledges receipt from Xxxxxx X. Xxxxx of funds in the total amount of $10.00 in full payment for such Share.

2.       Xxxxxx X. Xxxxx represents and warrants to the Trust that the Share is being acquired for investment purposes and not with a view to the distribution thereof.

IN AGREEMENT WHEREOF, and intending to be legally bound hereby, the parties hereto have executed this Agreement as of the ___ day of February, 2017.

XXXXXXXX TRUST

ATTEST:

By: Xxxxx X. Xxxxxx                                          By: Xxxxxx X. Xxxxx

Title: Secretary                                                Title: Treasurer

ATTEST:

By: Xxxxx X. Xxxxxx                                           By: Xxxxxx X. Xxxxx

Title: Secretary                                                 Title: Treasurer