TRUST AGREEMENT
TRUST AGREEMENT, dated as of June 18, 2010, by Xxxxxx X. Xxxxxxx as trustee (the “Trustee”).
The Trustee hereby agrees as follows:
1. The trust created hereby (the “Trust”) shall be known as “del Rey Global Investors Funds”,
in which name the Trustee may conduct the business of the Trust, make and execute contracts, and
xxx and be sued.
2. Unless otherwise determined by the Trustee, the Trust shall have one initial series which
shall be named del Rey International Value Fund or such other name as the Trustee shall determine.
The relative rights and preferences of each series of the Trust (and of each class thereof ) shall
be as set forth in the Registration Statement (referred to below), unless otherwise determined by
the Trustee.
3. It is the intention of the Trustee that the Trust created hereby constitute a statutory
trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801
et seq. (the “Statutory Trust Act”), and that this document constitute the
governing instrument of the Trust. The Trustee is hereby authorized and directed to execute and
file a certificate of trust in the Office of the Secretary of State of the State of Delaware in
accordance with the provisions of the Statutory Trust Act. The Trust and each of its series are
hereby established by the Trustee for the purposes of (i) operating as an open-end management
investment company in accordance with the Investment Company Act of 1940 and the rules thereunder
as amended from time to time (the “1940 Act”) and (ii) engaging in such other activities as are
necessary, convenient or incidental thereto.
4. Prior to the first issuance of beneficial interests by the Trust or its series pursuant to
the Trust’s, or a series of the Trust’s, Registration Statement (referred to below), the Trustee
intends to enter into an amended and restated trust agreement providing for the operation of the
Trust and its series and the issuance of beneficial interests in the Trust and its series.
5. The Trustee (together with all other persons who hereafter become trustees of the Trust) is
hereby authorized to (i) prepare and file with the Securities and Exchange Commission (the
“Commission”) and execute, in each case on behalf of the Trust and its series, (a) a Notification
of Registration on Form N-8A (the “Form N-8A”) registering the Trust and its series as an
investment company under the 1940 Act and (b) a registration statement on Form N-1A (the
“Registration Statement”) under the Securities Act of 1933, as amended from time to time, and the
1940 Act, relating to the proposed public offering of the beneficial interests in the Trust and its
series (including any pre-effective or post-effective amendments thereto and the prospectus and
exhibits contained therein); and (ii) to prepare and file and execute, in each case on behalf of
the Trust and its series, such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents as shall be
necessary or desirable to register the beneficial interests in the Trust and its series under the
securities or “blue sky” laws of such jurisdictions as the Trustee, on behalf of the Trust and its
series, may deem necessary or desirable. It is hereby acknowledged and agreed that in
connection
with any execution, filing or document referred to in clauses (i)-(ii) above, the Trustee (together
with all other persons who hereafter become trustees of the Trust) is authorized
on behalf of the Trust and its series to file and execute such document on behalf of the Trust
and its series.
6. The number of Trustees initially shall be one (1) and thereafter the number of Trustees
shall be such number as shall be fixed from time to time by a written instrument signed by the
Trustee (or by the amended and restated trust agreement referenced above) which may increase or
decrease the number of Trustees (but not below one (1)). Any Trustee may resign upon ten (10) days
prior notice to the Trust.
7. To the fullest extent permitted by applicable law, the Trust shall indemnify each Trustee
(each an “Indemnified Person”) for, and hold each Indemnified Person harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder. The obligation to indemnify as set forth in this paragraph 6 shall
survive the termination of this Trust Agreement.
8. The Trust may terminate prior to the first issuance of beneficial interests by the Trust or
its series pursuant to the Registration Statement at the election of the Trustee.
9. This Trust Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware, without regard to conflict of laws principles of the State of Delaware or
any other jurisdiction that would call for the application of the substantive laws of any
jurisdiction other than the State of Delaware.
[Signature page follows.]
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IN WITNESS WHEREOF, the Trustee has hereby caused this Trust Agreement to be duly executed as
of the day and year first above written.
| /s/ Xxxxxx X. Xxxxxxx | ||||
| Xxxxxx X. Xxxxxxx, as Trustee | ||||
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