0001580642-17-001120 Sample Contracts

FORM OF PURCHASE AGREEMENT COPELAND SMID CAP DIVIDEND GROWTH FUND
Purchase Agreement • February 24th, 2017 • Copeland Trust
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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”).

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”).

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”).

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THIS FIRST AMENDMENT, dated as of November 30, 2016, to the Custody Agreement, originally made and entered into as of September 10, 2015 (the “Agreement”) by and between COPELAND TRUST, a business trust organized under the laws of the State of Delaware,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.

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