ADVISORY AGREEMENT
ADVISORY
AGREEMENT made as of this 26th day of March, 2010 by and between U.S. ONE TRUST
(the “Trust”), a Delaware statutory trust registered as an investment company
under the Investment Company Act of 1940, as amended (the “1940 Act”), and U.S.
ONE, INC., (the “Adviser”), a Nevada corporation with its principal place of
business at 0000 Xxxxxx Xxxxxxx Xxxxxxx, Xxxx, Xxxxxx 00000.
WITNESSETH
WHEREAS,
the Board of Trustees (the “Board”) of the Trust has selected the Adviser to act
as investment adviser to the Trust on behalf of the series set forth on Schedule
A to this Agreement (each a “Fund” and, collectively, the “Funds”), as such
Schedule may be amended from time to time upon mutual agreement of the parties,
and to provide certain related services, as more fully set forth below, and to
perform such services under the terms and conditions hereinafter set
forth;
NOW,
THEREFORE, in consideration of the mutual covenants and benefits set forth
herein, the Trust and the Adviser do hereby agree as follows:
1. The Adviser’s
Services.
(a) Discretionary Investment
Management Services. The Adviser shall act as investment
adviser with respect to the Funds. In such capacity, the Adviser
shall, subject to the supervision of the Board, regularly provide the Funds with
investment research, advice and supervision and shall furnish continuously an
investment program for the Funds, consistent with the respective investment
objectives and policies of each Fund. The Adviser shall determine,
from time to time, what securities shall be purchased for the Funds, what
securities shall be held or sold by the Funds and what portion of the Funds’
assets shall be held uninvested in cash, subject always to the provisions of the
Trust’s Agreement and Declaration of Trust, By-Laws and its registration
statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and
under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund
shares, as filed with the Securities and Exchange Commission (the “Commission”),
and to the investment objectives, policies and restrictions of the Funds, as
each of the same shall be from time to time in effect. To carry out
such obligations, the Adviser shall exercise full discretion and act for the
Funds in the same manner and with the same force and effect as the Funds
themselves might or could do with respect to purchases, sales or other
transactions, as well as with respect to all other such things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions. No reference in this Agreement to the Adviser having
full discretionary authority over each Fund’s investments shall in any way limit
the right of the Board, in its sole discretion, to establish or revise policies
in connection with the management of a Fund’s assets or to otherwise exercise
its right to control the overall management of a Fund.
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(b) Selection of
Sub-Adviser(s). The Adviser shall have the authority hereunder to select
and retain sub-advisers, including an affiliated person (as defined under the
0000 Xxx) of the Adviser, for each of the Funds referenced in Schedule A to
perform some or all of the services for which the Adviser is responsible
pursuant to this Agreement. The Adviser shall supervise the activities of the
sub-adviser(s), and the retention of a sub-adviser by the Adviser shall not
relieve the Adviser of its responsibilities under this Agreement. Any such
sub-adviser shall be registered and in good standing with the Commission and
capable of performing its sub-advisory duties pursuant to a sub-advisory
agreement approved by the Trust’s Board of Trustees and, except as otherwise
permitted by the 1940 Act or by rule or regulation, a vote of a majority of the
outstanding voting securities of the applicable Fund. The Adviser will
compensate the sub-adviser for its services to the Funds.
(c) Compliance. The
Adviser agrees to comply with the requirements of the 1940 Act, the Investment
Advisers Act of 1940 (the “Advisers Act”), the 1933 Act, the Securities Exchange
Act of 1934, as amended (the “1934 Act”), the Commodity Exchange Act and the
respective rules and regulations thereunder, as applicable, as well as with all
other applicable federal and state laws, rules, regulations and case law that
relate to the services and relationships described hereunder and to the conduct
of its business as a registered investment adviser. The Adviser also
agrees to comply with the objectives, policies and restrictions set forth in the
Registration Statement, as amended or supplemented, of the Funds, and with any
policies, guidelines, instructions and procedures approved by the Board and
provided to the Adviser. In selecting each Fund’s portfolio
securities and performing the Adviser’s obligations hereunder, the Adviser shall
cause each Fund to comply with the diversification and source of income
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended
(the “Code”), for qualification as a regulated investment
company. The Adviser shall maintain compliance procedures that it
reasonably believes are adequate to ensure its compliance with the foregoing. No
supervisory activity undertaken by the Board shall limit the Adviser’s full
responsibility for any of the foregoing.
(d) Proxy
Voting. The Board has the authority to determine how proxies
with respect to securities that are held by the Funds shall be voted, and the
Board has initially determined to delegate the authority and responsibility to
vote proxies for each Fund’s securities to the Adviser. So long as
proxy voting authority for a Fund has been delegated to the Adviser, the Adviser
shall exercise its proxy voting responsibilities. The Adviser shall
carry out such responsibility in accordance with any instructions that the Board
shall provide from time to time, and at all times in a manner consistent with
Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the
Trust. The Adviser shall provide periodic reports and keep records
relating to proxy voting as the Board may reasonably request or as may be
necessary for the Funds to comply with the 1940 Act and other applicable
law. Any such delegation of proxy voting responsibility to the
Adviser may be revoked or modified by the Board at any time.
(e) Recordkeeping. The
Adviser shall not be responsible for the provision of administrative,
bookkeeping or accounting services to the Funds, except as otherwise provided
herein or as may be necessary for the Adviser to supply to the Trust or its
Board the information required to be supplied under this Agreement.
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The
Adviser shall maintain separate books and detailed records of all matters
pertaining to Fund assets advised by the Adviser required by Rule 31a-1 under
the 1940 Act (other than those records being maintained by any administrator,
custodian or transfer agent appointed by the Funds) relating to its
responsibilities provided hereunder with respect to the Funds, and shall
preserve such records for the periods and in a manner prescribed therefor by
Rule 31a-2 under the 1940 Act (the “Funds’ Books and Records”). The
Funds’ Books and Records shall be available to the Board at any time upon
request, shall be delivered to the Trust upon the termination of this Agreement
and shall be available without delay during any day the Trust is open for
business.
(f) Holdings Information and
Pricing. The Adviser shall provide regular reports regarding
Fund holdings, and shall, on its own initiative, furnish the Trust and its Board
from time to time with whatever information the Adviser believes is appropriate
for this purpose. The Adviser agrees to immediately notify the Trust
if the Adviser reasonably believes that the value of any security held by a Fund
may not reflect its fair value. The Adviser agrees to provide any pricing
information of which the Adviser is aware to the Trust, its Board and/or any
Fund pricing agent to assist in the determination of the fair value of any Fund
holdings for which market quotations are not readily available or as otherwise
required in accordance with the 1940 Act or the Trust’s valuation procedures for
the purpose of calculating each Fund’s net asset value in accordance with
procedures and methods established by the Board.
(g) Cooperation with Agents of
the Trust. The Adviser agrees to cooperate with and provide
reasonable assistance to the Trust, any Trust custodian or foreign
sub-custodians, any Trust pricing agents and all other agents and
representatives of the Trust, and provide such information with respect to the
Funds as they may reasonably request from time to time in the performance of
their obligations, provide prompt responses to reasonable requests made by such
persons and establish appropriate interfaces with each so as to promote the
efficient exchange of information and compliance with applicable laws and
regulations.
2. Code of Ethics. The
Adviser has adopted a written code of ethics (“Code of Ethics”) that it
reasonably believes complies with the requirements of Rule 17j-1 under the 1940
Act, which it will provide to the Trust. The Adviser shall ensure
that its Access Persons (as defined in the Adviser’s Code of Ethics) comply in
all material respects with the Adviser’s Code of Ethics, as in effect from time
to time. Upon request, the Adviser shall provide the Trust with a (i)
a copy of the Adviser’s current Code of Ethics, as in effect from time to time,
and (ii) certification that it has adopted procedures reasonably necessary to
prevent Access Persons from engaging in any conduct prohibited by the Adviser’s
Code of Ethics. Annually, the Adviser shall furnish a written report, which
complies with the requirements of Rule 17j-1, concerning the Adviser’s Code of
Ethics to the Trust. The Adviser shall respond to requests for
information from the Trust as to violations of the Code of Ethics by Access
Persons and the sanctions imposed by the Adviser. The Adviser shall
immediately notify the Trust of any material violation of the Code of Ethics,
whether or not such violation relates to a security held by any
Fund.
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3. Information and
Reporting. The Adviser shall provide the Trust and its
respective officers with such periodic reports concerning the obligations the
Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.
(a) Notification of Breach /
Compliance Reports. The Adviser shall notify the Trust
immediately upon detection of (i) any material failure to manage any Fund in
accordance with its investment objectives and policies or any applicable law; or
(ii) any material breach of any of the Funds’ or the Adviser’s policies,
guidelines or procedures. In addition, the Adviser shall provide a
quarterly report regarding each Fund’s compliance with its investment objectives
and policies, applicable law, including, but not limited to the 1940 Act and
Subchapter M of the Code, and the Fund’s policies, guidelines or procedures as
applicable to the Adviser’s obligations under this Agreement. The Adviser agrees
to correct any such failure promptly and to take any action that the Board may
reasonably request in connection with any such breach. Upon request,
the Adviser shall also provide the officers of the Trust with supporting
certifications in connection with such certifications of Fund financial
statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx
Act. The Adviser will promptly notify the Trust in the event (i) the
Adviser is served or otherwise receives notice of any action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court, public
board, or body, involving the affairs of the Trust (excluding class action suits
in which a Fund is a member of the plaintiff class by reason of the Fund’s
ownership of shares in the defendant) or the compliance by the Adviser with the
federal or state securities laws or (ii) an actual change in control of the
Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred
or is otherwise proposed to occur.
(b) Board and Filings Information. The
Adviser will also provide the Trust with any information reasonably requested
regarding its management of the Funds required for any meeting of the Board, or
for any shareholder report, amended registration statement, proxy statement, or
prospectus supplement to be filed by the Trust with the
Commission. The Adviser will make its officers and employees
available to meet with the Board from time to time on due notice to review its
investment management services to the Funds in light of current and prospective
economic and market conditions and shall furnish to the Board such information
as may reasonably be necessary in order for the Board to evaluate this Agreement
or any proposed amendments thereto.
(c) Transaction
Information. The Adviser shall furnish to the Trust such information
concerning portfolio transactions as may be necessary to enable the Trust or its
designated agent to perform such compliance testing on the Funds and the
Adviser’s services as the Trust may, in its sole discretion, determine to be
appropriate. The provision of such information by the Adviser to the
Trust or its designated agent in no way relieves the Adviser of its own
responsibilities under this Agreement.
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4. Brokerage.
(a) Principal
Transactions. In connection with purchases or sales of
securities for the account of a Fund, neither the Adviser nor any of its
directors, officers or employees will act as a principal or agent or receive any
commission except as permitted by the 1940 Act.
(b) Placement of
Orders. The Adviser shall arrange for the placing of all
orders for the purchase and sale of securities for a Fund’s account with brokers
or dealers selected by the Adviser. In the selection of such brokers
or dealers and the placing of such orders, the Adviser is directed at all times
to seek for each Fund the most favorable execution and net price available under
the circumstances. It is also understood that it is desirable for the
Funds that the Adviser have access to brokerage and research services provided
by brokers who may execute brokerage transactions at a higher cost to the Funds
than may result when allocating brokerage to other brokers, consistent with
section 28(e) of the 1934 Act and any Commission staff interpretations
thereof. Therefore, the Adviser is authorized to place orders for the
purchase and sale of securities for a Fund with such brokers, subject to review
by the Board from time to time with respect to the extent and continuation of
this practice. It is understood that the services provided by such
brokers may be useful to the Adviser in connection with its or its affiliates’
services to other clients.
(c) Aggregated
Transactions. On occasions when the Adviser deems the purchase
or sale of a security to be in the best interest of a Fund as well as other
clients of the Adviser, the Adviser may, to the extent permitted by applicable
law and regulations, aggregate the order for securities to be sold or
purchased. In such event, the Adviser will allocate securities or
futures contracts so purchased or sold, as well as the expenses incurred in the
transaction, in the manner the Adviser reasonably considers to be equitable and
consistent with its fiduciary obligations to the Fund and to such other clients
under the circumstances.
(d) Affiliated Brokers. The Adviser or any
of its affiliates may act as broker in connection with the purchase or sale of
securities or other investments for a Fund, subject to: (i) the
requirement that the Adviser seek to obtain best execution and price within the
policy guidelines determined by the Board and set forth in the Fund’s current
prospectus and SAI; (ii) the provisions of the 1940 Act; (iii) the provisions of
the Advisers Act; (iv) the provisions of the 1934 Act; and (v) other provisions
of applicable law. These brokerage services are not within the scope
of the duties of the Adviser under this Agreement. Subject to the
requirements of applicable law and any procedures adopted by the Board, the
Adviser or its affiliates may receive brokerage commissions, fees or other
remuneration from a Fund for these services in addition to the Adviser’s fees
for services under this Agreement.
5. Custody. Nothing in
this Agreement shall permit the Adviser to take or receive physical possession
of cash, securities or other investments of a Fund.
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6. Allocation of Charges and
Expenses. The Adviser will bear its own costs of providing
services hereunder. The Adviser agrees to pay all expenses incurred
by the Trust except for interest, taxes, fees and expenses of the Independent
Trustees (including any Trustee’s counsel fees), brokerage and other expenses
incurred in placing orders for the purchase and sale of securities and other
investment instruments, litigation expenses, acquired fund fees and expenses and
extraordinary expenses. Expenses incurred by the Trust borne by the
Adviser may include, but are not limited to, the following (1) fees payable to
and expenses incurred on behalf of a Fund by the Trust’s administrator; (2)
expenses of organizing the Trust and the Funds; (3) fees and expenses of
registering and maintaining the registration of a Fund’s shares and the Trust
under federal securities laws and making and maintaining any notice filings
required under any state securities laws; (4) costs of any liability,
uncollectible items of deposit and other insurance or fidelity bonds; (5) legal,
accounting and auditing expenses; (6) charges of custodians, transfer agents and
other agents; (7) expenses associated with printing summary prospectuses, if
used, prospectuses and Statements of Additional Information and supplements
thereto for existing shareholders, reports and statements to shareholders and
proxy material; and (8) fees and other expenses incurred in connection with
membership in investment company organizations.
7. Representations, Warranties and
Covenants.
(a) Properly
Registered. The Adviser is registered as an investment adviser
under the Advisers Act, and will remain so registered for the duration of this
Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act
from performing the services contemplated by this Agreement, and to the best
knowledge of the Adviser, there is no proceeding or investigation that is
reasonably likely to result in the Adviser being prohibited from performing the
services contemplated by this Agreement. The Adviser agrees to
promptly notify the Trust of the occurrence of any event that would disqualify
the Adviser from serving as an investment adviser to an investment
company. The Adviser is in compliance in all material respects with
all applicable federal and state law in connection with its investment
management operations.
(b) ADV
Disclosure. The Adviser has provided the Trust with a copy of
its Form ADV as most recently filed with the Commission and will, promptly after
filing any amendment to its Form ADV with the Commission, furnish a copy of such
amendments to the Trust. The information contained in the Adviser’s
Form ADV is accurate and complete in all material respects and does not omit to
state any material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.
(c) Fund Disclosure
Documents. The Adviser has reviewed and will in the future
review, the Registration Statement, and any amendments or supplements thereto,
the annual or semi-annual reports to shareholders, other reports filed with the
Commission and any marketing material of a Fund (collectively the
“Disclosure Documents”) and represents and warrants that with respect to
disclosure about the Adviser, the manner in which the Adviser manages the Fund
or information relating directly or indirectly to the Adviser, such Disclosure
Documents contain or will contain, as of the date thereof, no untrue statement
of any material fact and does not omit any statement of material fact which was
required to be stated therein or necessary to make the statements contained
therein not misleading.
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(d) Use Of The Name “One
Fund.” The Adviser has the right to use the name “One Fund” in
connection with its services to the Trust and that, subject to the terms set
forth in Section 8 of this Agreement, the Trust shall have the right to use the
name “One Fund” in connection with the management and operation of the
Funds. The Adviser is not aware of any threatened or existing
actions, claims, litigation or proceedings that would adversely effect or
prejudice the rights of the Adviser or the Trust to use the name “One
Fund.”
(e) Insurance. The
Adviser maintains errors and omissions insurance coverage in an appropriate
amount and shall provide prior written notice to the Trust (i) of any material
changes in its insurance policies or insurance coverage; or (ii) if any material
claims will be made on its insurance policies. Furthermore, the
Adviser shall upon reasonable request provide the Trust with any information it
may reasonably require concerning the amount of or scope of such
insurance.
(f) No Detrimental
Agreement. The Adviser represents and warrants that it has no arrangement
or understanding with any party, other than the Trust, that would influence the
decision of the Adviser with respect to its selection of securities for a Fund,
and that all selections shall be done in accordance with what is in the best
interest of the Fund.
(g) Conflicts. The
Adviser shall act honestly, in good faith and in the best interests of the Trust
including requiring any of its personnel with knowledge of Fund activities to
place the interest of the Fund first, ahead of their own interests, in all
personal trading scenarios that may involve a conflict of interest with the
Funds, consistent with its fiduciary duties under applicable law.
(h) Representations. The
representations and warranties in this Section 7 shall be deemed to be made on
the date this Agreement is executed and at the time of delivery of the quarterly
compliance report required by Section 3(a), whether or not specifically
referenced in such report.
8. The Name “One
Fund.” The Adviser grants to the Trust a
sublicense to use the name “One Fund” (the “Name”) as part of the name of any
Fund. The foregoing authorization by the
Adviser to the Trust to use the Name as part of the name of any Fund is not
exclusive of the right of the Adviser itself to use, or to authorize others to
use, the Name; the Trust acknowledges and agrees that, as between the Trust and
the Adviser, the Adviser has the right to use, or authorize others to use, the
Name. The Trust shall (1) only use the Name in a manner consistent
with uses approved by the Adviser; (2) use its best efforts to maintain the
quality of the services offered using the Name; and (3) adhere to such other
specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit
to Adviser representative samples of any promotional materials using the Name;
and (b) change the name of any Fund within three months of its receipt of the
Adviser’s request, or such other shorter time period as may be required under
the terms of a settlement agreement or court order, so as to eliminate all
reference to the Name and will not thereafter transact any business using the
Name in the name of any Fund; provided, however, that the Trust may continue to
use beyond such date any supplies of prospectuses, marketing materials and
similar documents that the Trust had on the date of such name change in
quantities not exceeding those historically produced and used in connection with such
Fund.
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9. Adviser’s
Compensation. The Funds shall pay to the Adviser, as
compensation for the Adviser’s services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part
hereof. Such fee shall be computed daily and paid not less than
monthly in arrears by the Funds.
The
method for determining net assets of a Fund for purposes hereof shall be the
same as the method for determining net assets for purposes of establishing the
offering and redemption prices of Fund shares as described in the Fund’s
prospectus. In the event of termination of this Agreement, the fee
provided in this Section shall be computed on the basis of the period ending on
the last business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. Independent
Contractor. In the performance of its duties hereunder, the
Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed to be an agent of the Trust or any Fund. If any occasion
should arise in which the Adviser gives any advice to its clients concerning the
shares of a Fund, the Adviser will act solely as investment adviser for such
clients and not in any way on behalf of the Fund.
11. Assignment. This
Agreement shall automatically terminate, without the payment of any penalty, in
the event of its assignment (as defined in section 2(a)(4) of the 1940 Act);
provided that such termination shall not relieve the Adviser of any liability
incurred hereunder.
12. Entire Agreement and
Amendments. This Agreement represents the entire agreement
among the parties with regard to the investment management matters described
herein and may not be added to or changed orally and may not be modified or
rescinded except by a writing signed by the parties hereto except as otherwise
noted herein.
13. Duration and
Termination.
(a) This Agreement
shall become effective as of the date executed and shall remain in full force
and effect continually thereafter, subject to renewal as provided in
subparagraph (d) and unless terminated automatically as set forth in Section 11
hereof or until terminated as follows:
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(b) The Trust may
cause this Agreement to terminate, with respect to any Fund, on sixty (60) days’ notice either (i)
by vote of its Board or (ii) upon the affirmative vote of a majority of the
outstanding voting securities of the Fund; or
(c) The Adviser
may at any time terminate this Agreement by not less than sixty (60) days’ written notice
delivered or mailed by registered mail, postage prepaid, to the Trust;
or
(d) This Agreement
shall automatically terminate two years from the date of its execution unless
its renewal is specifically approved at least annually thereafter by (i) a
majority vote of the Trustees, including a majority vote of such Trustees who
are not interested persons of the Trust or the Adviser, at a meeting called for
the purpose of voting on such approval; or (ii) the vote of a majority of the
outstanding voting securities of each Fund; provided, however, that if the
continuance of this Agreement is submitted to the shareholders of the Funds for
their approval and such shareholders fail to approve such continuance of this
Agreement as provided herein, the Adviser may continue to serve hereunder as to
the Funds in a manner consistent with the 1940 Act and the rules and regulations
thereunder; and
Termination
of this Agreement pursuant to this Section shall be without payment of any
penalty.
In the
event of termination of this Agreement for any reason, the Adviser shall,
immediately upon notice of termination or on such later date as may be specified
in such notice, cease all activity on behalf of the Fund and with respect to any
of the assets, except as otherwise required by any fiduciary duties of the
Adviser under applicable law. In addition, the Adviser shall deliver
the Fund Books and Records to the Trust by such means and in accordance with
such schedule as the Trust shall direct and shall otherwise cooperate, as
reasonably directed by the Trust, in the transition of portfolio asset
management to any successor of the Adviser.
14. Certain
Definitions. For the purposes of this Agreement:
(a) “Affirmative
vote of a majority of the outstanding voting securities of the Fund” shall have
the meaning as set forth in the 1940 Act, subject, however, to such exemptions
as may be granted by the Commission under the 1940 Act or any interpretations of
the Commission staff.
(b) “Interested
persons” and “Assignment” shall have their respective meanings as set forth in
the 1940 Act, subject, however, to such exemptions as may be granted by the
Commission under the 1940 Act or any interpretations of the Commission
staff.
15. Liability of the
Adviser. The Adviser shall indemnify and hold harmless the
Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3)
of the 0000 Xxx) and all controlling persons (as described in Section 15 of the
1933 Act) (collectively, the “Adviser Indemnitees”) against any and all losses,
claims, damages, liabilities or litigation (including reasonable legal and other
expenses) by reason of or arising out of the Adviser’s willful misfeasance, bad
faith or gross negligence generally in the performance of its duties hereunder
or its reckless disregard of its obligations and duties under this
Agreement.
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16. Enforceability. Any
term or provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the
remaining terms or provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any other
jurisdiction.
17. Limitation of
Liability. The parties to this Agreement acknowledge and agree
that all litigation arising hereunder, whether direct or indirect, and of any
and every nature whatsoever shall be satisfied solely out of the assets of the
affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally liable for any of the foregoing
liabilities. The Trust’s Certificate of Trust, as amended from time
to time, is on file in the Office of the Secretary of State of the State of
Delaware. Such Certificate of Trust and the Trust’s Agreement and
Declaration of Trust describe in detail the respective responsibilities and
limitations on liability of the Trustees, officers, and holders of shares of
beneficial interest.
18. Jurisdiction. This
Agreement shall be governed by and construed in accordance with the substantive
laws of the state of Delaware and the Adviser consents to the jurisdiction of
courts, both state or federal, in Delaware, with respect to any dispute under
this Agreement.
19. Paragraph
Headings. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.
20. Counterparts. This
Agreement may be executed simultaneously 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.
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IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on
their behalf by their duly authorized officers as of the date first above
written.
U.S. ONE TRUST, on behalf of each
Fund listed on Schedule A
By: /s/ Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title: Trustee
U.S. ONE, INC.
By: /s/ Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title:
President
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SCHEDULE
A
to
the
dated
March 26, 2010 between
and
U.S.
ONE, INC.
The Trust
will pay to the Adviser as compensation for the Adviser’s services rendered, a
fee, computed daily at an annual rate based on the average daily net assets of
the respective Fund in accordance the following fee schedule:
|
Fund
|
Rate
|
|
|
One
Fund …………
|
0.35%
|
A-1
