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BERTOLET CAPITAL LLC AND PINNACLE VALUE FUND

CODE OF ETHICS, PERSONAL SECURITIES TRADES

1.

Definitions

(a)

“Associate” means any employee of the Adviser or the Fund.

(b)

“Adviser” means Bertolet Capital LLC.

(c)

“Access Person” means any Trustee, or officer of the Adviser of the Fund, or Associate of either of them  who, in the course of normal business operations makes, participates in or obtains information regarding the purchase or sales of securities by the Adviser, or whose functions relate to the making of any recommendations with respect to the purchase or sale of securities.

(d)

“Beneficial Ownership” means any ownership of a securities  account by an Access Person or an Access Person’s immediate family (spouse, minor children and adults living in the same household) over which an Access Person has direct or indirect control with respect to the purchase and sale of individual securities except such ownership which the Compliance Officer determines to be outside the scope of this Code of Ethics. Beneficial Ownership shall be determined as provided under Section 16 of the Securities Exchange Act of 1934.

(e)

“Security” means any stock, debt obligations, convertible security  or other investments including warrants, options, futures contracts except that it does not include:

(1)

Direct obligations of the Government of the United States.

(2)

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short term debt instruments, including repurchase agreements.

(3)

Shares issued by open end mutual funds.

(f) “Independent Trustee” means a trustee of the Fund who is not an “interested person”

 of the Fund within the meaning of the Investment Company Act of 1940.

(g) “Fund” is any registered investment company overseen  by the Adviser.

2. Statement of General Fiduciary Principles to govern personal investment activities:

(a)

The interests of Fund shareholders and advisory clients must be placed first at all times;

(b)

All personal securities transactions must be conducted consistent with this Code and in such manner to avoid any actual or potential conflict of interest and;

(c)

Access Persons should not take inappropriate advantage of their positions.

This Code does not attempt to identify all possible conflicts of interest and the literal compliance with each of its specific provisions will not shield Adviser personnel

from liability for personal trading or other conduct that violates their fiduciary duty.

3.

Important restrictions on Personnel Investing Activities

(a)

Trading prohibition- no Access Person shall buy or sell , directly or indirectly, a Security which, to his knowledge is owned by the Fund or any advisory client or likely to be owned by the Fund or an advisory client at some point in the future as specified by the Fund’s investment parameters or the investment parameters of advisory client accounts.

(b)

Because of the possible conflicts of interest and the distractions inherent in personal trading, the Adviser strongly discourages trading in individual securities by Access Persons. To the extent Access Persons wish to trade for their own accounts or accounts over which they have Beneficial Ownership, eligible securities will be limited to components of the S&P 500 only, at the time of investment, subject to the restrictions of 3

( c )  Trading of futures or options on individual securities or indexes is strictly prohibited.

(d) Initial public offerings or secondary offerings- Access Persons must obtain approval from the Compliance Officer before directly or indirectly participating in these offerings.

(e)

Investments in private placements, including interests in limited partnerships are prohibited unless specifically authorized by the Compliance Officer.

(f) Any transaction in a security while in possession of material nonpublic information regarding the security or issuer of the security is strictly prohibited.

4. Reporting

(a)

Initial Holdings Reports

 Except as provided below, every Access Person shall report to the Fund, no later than 10 days after becoming an Access Person, the following information:

(1)

The title, number of shares (for equity securities) or principal amount (for debt securities) of each Security in which the Access Person has any direct or indirect Beneficial Ownership when the person became an Access Person.

(2)

The name of any broker, dealer or bank with whom the Access Person maintained an account in which the Access Person had Beneficial Ownership of Securities as of that date.

(3)

 An Independent Trustee of the Fund need not make an initial holdings report.

(b) Pre-Clearance

 (1)  Prior to executing a trade, every Access Person must complete a Pre-clearance              Approval  Form showing title, number of shares, or principal amount of each security, name of  broker, dealer or bank that will execute the trade,  proposed date of trade.

This Form must be approved by a Fund’s Compliance Officer prior to execution, and within 24 hours thereof.

(2)

All Access Persons shall direct their brokers to supply the Compliance Officer, on a timely basis, duplicate confirmations of all personal securities trades and copies of periodic statements for all accounts in which he has a direct or indirect Beneficial Ownership.

 (c) Quarterly Transaction Reports

(1)

Except as provided below, no later than 10 calendar days after the end of a quarter, every Access Person, for all accounts in which he or she has any direct or indirect Beneficial Ownership, shall submit to the Fund’s Compliance Officer a Report showing for all transactions; the transaction date, description of securities purchased or sold, shares or principal amounts involved, price executed, name of  executing broker, dealer or bank.

(2) An Independent Trustee of the Fund need only report a transaction in a quarterly transaction report if such trustee, at the time of the transaction knew or, in the ordinary course of fulfilling his or her official duties as a Trustee to the Fund, should have known that, during the 15 day period immediately before or after the date of the transaction by the trustee, that the same security was purchased or sold by the Fund or was being considered by the Fund or the Adviser for purchase or sale by the Fund.   

(d) Annual Holdings Reports

(1)  No Later than January 10 of each year, every Access Person shall submit to Fund’s Compliance Officer a report showing for all securities Beneficially Owned by the Access Person, the title, number of shares or principal amount, the broker, dealer or bank at which the securities are held.

(2)

An Independent Trustee of the Fund need not make an annual holdings report.

(3) Exceptions- an Access Person may exclude from the above reports transactions involving open ended mutual funds, direct obligations of the U.S. Government, purchases that are part of a dividend reinvestment plan, purchases effected upon exercise of rights issued by an issuer pro-rata to all holders of its securities, and sales of such rights so acquired.

5.

Administration of the Code of Ethics

(a)

General Rule. The Fund and the Adviser must use reasonable diligence and institute procedures reasonably necessary to prevent Code violations.

 (b).Written Report to Board of Trustees. At least annually, The Fund and       

       Adviser must furnish to its Board of  Trustees a written report that:

(1)

Summarizes current procedures under the Code and any changes to those procedures since the last report;

(2)

Identifies all material violations of the Code or any related procedures, and any sanctions imposed with respect thereto;

(3)

Lists any recommended changes to the Code as a result of experience, evolving industry practices or changes in applicable laws or regulations;

(4)

Certifies that the Fund/Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

( c )  Certification of Compliance. Each Access Person shall be required to certify annually that that he has:

(1)

Read and understands the Code and is subject thereto;

(2)

Complied with the requirements of the Code; and

(3)

Reported all personal securities transactions required to be disclosed under the code.

  (d)  Sanctions. Upon discovering a Code violation, the Board of Directors/Trustees of the Fund or Adviser may impose such sanctions as it deems appropriate, including, among other things, disgorgement of profits, a letter of censure, suspension or termination

(e)  Confidentiality. All reports of securities transactions and any other information filed with the Fund pursuant to this Code shall be treated as confidential, except as regards appropriate examinations by representatives of the Securities and Exchange Commission.

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FORM OF INVESTMENT ADVISORY AGREEMENT  Between BERTOLET CAPITAL TRUST and BERTOLET CAPITAL LLC

Agreement made February    2003 between Bertolet Capital Trust, a Delaware Business Trust and Bertolet Capital LLC, a New York Limited Liability Company (the Adviser).

WITNESSETH:

WHEREAS, the Trust is registered as an open end investment management company under the Investment Company Act of 1940, as amended (“1940 Act”);

WHEREAS, the Trust has established a series of shares and may establish additional series of shares, hereafter known as the Fund ;

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940;

WHEREAS, the Trust desires to retain the Adviser to render investment advice and furnish portfolio management services to the Fund;

WHEREAS, the Adviser is willing to render such advice and furnish such services pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties mutually agree as follows:

1. Employment, Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser to the  Fund and any other Funds the Trust may create for the period and on the terms set forth herein. The Adviser accepts such employment and agrees to provide the services set forth herein in return for compensation under Paragraph 4.

Subject to the supervision and direction of the Board of Trustees of the Trust, (the Trustees) the Adviser shall  provide the Fund with continuing investment advice consistent with the Fund’s investment objectives, policies and limitations. The Adviser shall  furnish investment advice on the investment of Fund assets  and  determine what securities shall be purchased, held, sold or lent by the Fund and shall implement those decisions, all subject to the Trust’s Declaration of Trust and Bylaws, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, and other applicable Federal and state law, as well as the investment objectives, policies and limitations of the Fund.

The Adviser will place brokerage orders directly with the issuer or with any broker- dealer. In placing orders with broker-dealers, the Adviser will attempt to obtain the best net results on price and execution. The Adviser may place brokerage orders with broker-dealers that provide research services and may  pay higher commissions than would be charged for execution only if the Adviser determines in good faith that such commissions are reasonable in relation to the value  

of the research services provided. This determination may be viewed in terms of either a specific transaction or of the responsibility of the Adviser to the Fund and its other clients.

The  Adviser shall render administrative services (not otherwise provided by third parties) necessary for the Fund’s operations including but not limited to: preparing reports and notices to the Board of Trustees and shareholders; negotiating contractual arrangements with and monitoring various third party service providers (ie. transfer agent, custodian,  accountants and others); preparing and making filings with the  SEC and other regulatory agencies; assisting in the preparation and filing of the Fund’s federal, state and local tax returns; preparing and filing the Fund’s federal excise tax returns, assisting with investor and public relations matters; monitoring the  valuation of securities and NAV calculation; monitoring registration of Fund shares under applicable federal and state securities laws; maintaining the Fund’s books and records to extent not maintained by third parties; assisting in resolution of accounting and legal issues; establishing and monitoring the Fund’s operating budget; processing and paying Fund bills; assisting with payment of distributions; assisting the Fund with general conduct of its business.

The Adviser shall furnish, at no cost to the Fund, office space, facilities, equipment and people for managing Fund assets to the extent not provided by third parties under a separate agreement with the Trust. The Adviser shall pay for expenses of marketing Fund shares, except for reimbursements under the 12b-1 plan.  The Fund shall bear all costs relating to accounting, administration, transfer agency, custodianship, legal, brokerage, interest, taxes and extraordinary expenses (including without limitation, litigation and indemnification costs).

2. Independent Contractor Status; Services not Exclusive. The Adviser shall be deemed an independent contractor. Services rendered by the Adviser pursuant to this Agreement  are not to be deemed exclusive and the Adviser is free to render similar or different services to others provided that its ability to render the services described herein is not impaired.

3. Fund Records. Pursuant to the requirements of Rule 31a-3 under the 1940 Act, the Adviser agrees that all records maintained for the Trust shall be the property of the Trust and shall be surrendered promptly to the Trust upon request. The Adviser agrees to keep all records confidential and to make such records available to the auditors within five business days of request during regular business hours at the Adviser’s office.  

4. Investment Advisory  Fee. The  Adviser shall  receive, as compensation for its services, a fee, accrued daily and payable monthly at annual rate of 1.25% of Fund’s average net assets up to $300 million and 1.00% of average net assets thereafter. If this Agreement begins or terminates  

before the end of any month, the fee for that month shall be calculated on the basis of the number of business days during which it is in effect for that month. The Adviser may agree to waive its fees or reimburse the Fund for its expenses.

5. Additional Funds. If the Trust establishes additional series of shares and desires to have the Adviser render services under this Agreement, it shall notify the Adviser in writing. If the adviser agrees in writing to provide such services, such series of shares shall become a Fund hereunder upon the execution of a new fee schedule and the approval of the Trustees.

6. Compliance with Applicable Law. Nothing contained herein shall be deemed to require the Funds to take any action contrary to the Agreement and Declaration of Trust, the Trust By-laws or any applicable statute or regulation.  Nothing contained herein shall be deemed to relieve the Trustees of their responsibility for the conduct of the affairs of the Trust or Fund.

7. Liability. The Adviser shall not be liable for any errors of judgment or for any loss suffered by the Fund in connection with matters to which this Agreement relates, except for loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard for the duties herein on the part of the Adviser in performing its obligations under this Agreement.

No provision of this Agreement shall protect any Trustee or officer of the Trust or Adviser, from liability to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard for the duties herein.

Notice is hereby given that that this Agreement is executed on behalf of the Trustees as trustees and not individually. The Adviser acknowledges and agrees that the obligations of the Fund hereunder are not personally binding upon any Trustee or shareholders but are binding only upon

property of the Fund and no other.

8.

Term of Agreement. This Agreement shall become effective on the date above written and shall continue for a period of two years unless earlier terminated. The same shall apply to each new series added to the Trust. Thereafter, this Agreement shall continue in effect with for each Fund from year to year so long as such continuation is approved at least annually:

(a) by majority vote of the Fund’s Trustees who are not “interested persons” of the Fund or        Adviser cast in person at a meeting called to vote on such an approval, and

(b) by the board of trustees as a whole or by the majority vote (as defined in the 1940 Act)

     of the outstanding shares of the fund.

9. Termination. This Agreement may be terminated with respect to any Fund at any time without penalty, on sixty (60) days’ written notice, by Fund’s Board of Trustees or by vote of majority of holders of Fund’s shares, or, by the Adviser with sixty (60) days written notice. Termination with respect to one Fund shall not affect the continued effectiveness of this Agreement with respect to any other Fund. This Agreement will terminate automatically in the event of its assignment.

10. Amendment of Agreement. This Agreement may be amended only by mutual written agreement. No material amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Fund’s shareholders as defined by the 1940 Act.

11. Use of Name. The Fund may use the name Pinnacle only so long as this  Agreement or any  renewal or amendment thereof remains in effect and with the permission of the Adviser.

12.  Applicable Law. This Agreement shall be governed by the laws of the State of Delaware, except insofar as the 1940 Act may be controlling. The provisions of this Agreement shall be considered severable and if any provision is deemed to be invalid or contrary to any existing law, such invalidity shall not impair the operation of any other Agreement provision which is valid.  

By:

/s/John E. Deysher

John E. Deysher, President

Bertolet Capital LLC

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FORM OF PLAN OF DISTRIBUTION PURSUANT TO 12b-1               January 2003

Whereas, the Bertolet Capital Trust, organized and existing under laws of Commonwealth of Delaware (the “Trust”), engages in business as an open end management investment company and is registered as such under the Investment Company Act of 1940 ; and

WHEREAS, the Trust is authorized to issue an unlimited number of shares of beneficial interest (the “Shares”), in separate series representing the interests in separate funds of securities and other assets (the “Portfolio”); and

WHEREAS, the Trust offers the following series of such Shares:

The Pinnacle Fund; and

WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust, as defined by the 1940 Act, and who have no direct or indirect financial interest in the operation of this Plan of Distribution Pursuant to Rule 12b-1 (the Plan) or in any agreement relating hereto,  having determined, in exercise of  their reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is reasonable likelihood that the Plan will benefit the Trust and its shareholders, have approved the Plan by votes cast at a meeting called for the purpose of voting hereon; and

NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 12b-1 under the 1940 Act, on the following terms and conditions:

1.

Distribution & Servicing Activities. Subject to the supervision of the Trustees, the Trust may, directly or indirectly, engage in any activities primarily intended to result in the sale of Shares of each series of the Trust, which activities may include:

(a)

payments to securities dealers and others in respect of the sale of Shares of each series;

(b)

payment of compensation to and expenses of personnel (including personnel of organizations with which the Trust has entered into agreements related to this Plan) who engage in or support distribution of Shares of each series or who render shareholder support services not otherwise provided by the Trust’s transfer agent, administrator or custodian, including but not limited to, answering questions regarding the Trust, processing shareholder transactions, providing personal services and/or the maintenance of shareholder accounts, providing other shareholder liaison services, responding to shareholder questions, providing information on shareholder investments in each series and providing other shareholder services as the Trust deems appropriate;

(c)

formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions, tv, radio, newspaper, magazine and others.

(d)

preparation, printing and distribution of sales literature, prospectuses, statements of additional information , and reports for recipients other than existing shareholders; and

(e)

obtaining such information, analyses and reports with respect to marketing and promotional activities as the Trust may deem advisable.

The Trust is authorized to engage in the above activities and in any other activities primarily intended to result in the sale of Shares of each series of the Trust, either directly or through other persons with which the Trust has entered into agreements related to the Plan.

2.  Maximum Expenditures. During the period in which this Plan is effective, the Trust shall pay Bertolet Capital LLC (the “Sponsor”) a monthly fee for distribution and shareholder servicing activities an amount calculated at the rate of 0.25% of the average annual net assets of the Shares of each series of the Trust. The expenditures to be made by the Sponsor on behalf of the Trust pursuant to this Plan and the basis upon which such expenditures will be made shall be reviewed by the Trustees and in no event will the payments made hereunder by the Trust exceed an amount calculated at the rate of 0.25% of the average annual net assets of the Shares of each series of the Trust.  Nor may any such expenditures paid as service fees to any person who sells Shares of any series of the Trust exceed an amount calculated at the rate of 0.25% of the average annual net assets of such Shares.    

3. Term and Termination. (a) This Plan shall become effective            , 2003. Unless terminated as herein provided, this Plan shall continue in effect for one year from the date hereof and shall continue in effect for successive periods of one year thereafter, but only so long as each continuance is specifically approved by votes of  a majority of the Trustees as a whole and a majority of  the non interested Trustees, cast in person at meeting called for the purpose of voting on such approval. (b) This Plan may be terminated at any time with respect to any series of the Trust by a vote of a majority of the non interested Trustees or by a vote of the majority of the outstanding voting shares of such series.

4. Amendments. This Plan may not be amended to increase materially the maximum expenditures permitted by Section 2 hereof for any series of the Trust unless such amendment is approved by vote of the majority of the outstanding Shares of such series, as defined in 1940 Act. No material amendment to this Plan shall be made unless approved in the manner provided for annual renewal of this Plan in Section 3 (a) above.

5. Selection and nomination of Trustees. While the Plan is in effect, the selection and nomination of  the non interested Trustees shall be committed to the discretion of such non interested Trustees.

6.

Quarterly Reports. The Treasurer of the Trust shall provide the Trustees with a quarterly written report of all amounts spent pursuant to this Plan and any related agreements and the purposes for which such expenditures were made.

7. Record keeping. The Trust shall preserve copies of this Plan and any related agreements and all subsequent reports for not less than six years from date of this Plan. For the first two years all documents will be maintained in an accessible place.

8.

Limitation of Liability. Any obligations of the Trust hereunder shall not be binding upon any Trustees, officers or shareholders of the Trust personally, but shall bind only the assets and property of the Trust. The execution of this plan has been authorized by Trustees and this Plan has been signed on behalf of the Trust by an authorized officer of the Trust. Neither authorization by the Trustees nor execution by the officer will bind any of them personally but shall bind only the assets and property of the Trust as provided in the Agreement and Declaration of Trust.

IN WITNESS THEREOF, the Trustees of the Trust, including a majority of non interested Trustees, have adopted this Plan at meeting held on       2003 and have directed that the Plan will be implemented as of a future date to be determined by the Board.    

Pinnacle Fund

/s/John E. Deysher

John E. Deysher

President

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BERTOLET CAPITAL TRUST  DECLARATION OF TRUST                            January 1, 2003

TABLE OF CONTENTS

ARTICLE I NAME AND DEFINITIONS

ARTIVLE II PURPOSE OF THE TRUST

ARTICLE III BENEFICIAL INTEREST

Section 1. Shares of Beneficial Interest

Section 2. Establishment of Series and Classes

Section 3. Ownership of Shares

Section 4. Investment in the Trust

Section 5. Assets and Liabilities of Series and Classes

Section 6. No Preemptive Rights

Section 7. Status of Shares and Limitation of Personal Liability

ARTICLE IV THE TRUSTEES

Section 1. Management of the Trust

Section 2.  Initial Trustees

Section 3. Term of Office of Trustees

Section 4. Vacancies

Section 5. Temporary Absence of Trustees

Section 6. Number of Trustees

Section 7. Effect of Death, Resignation, etc. of a Trustee

Section 8. Ownership of Trust Assets

ARTICLE V POWERS OF THE TRUSTEES

Section 1. Powers

Section 2. Trustees and Officers as Shareholders

Section 3. Action by the Trustees

Section 4. Chairman of the Trustees

ARTICLE VI EXPENSES OF THE TRUST

Section1. Trustee Reimbursement

ARTICLE VII CONTRACTS WITH SERVICE PROVIDERS

Section 1. Investment Adviser

Section 2. Principal Underwriter

Section 3. Transfer Agent, Shareholder Services

Section 4. Custodian

Section 5. Parties to Contracts with Service Providers.

Section 6. Amendments

ARTICLE VIII SHAREHOLDERS’ VOTING POWERS AND MEETINGS

Section 1. Voting Powers

Section 2. Meetings

Section 3. Quorum and Vote

Section 4. Derivative Action

ARTICLE IX DISTRIBUTION, REDEMPTIONS, DETERMINATION OF NET ASSET VALUE

Section 1. Distributions

Section 2. Redemptions

Section 3. Determination of Net Asset Value

Section 4. Suspension of Right of Redemption

ARTICLE X  LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 1. Limitation of Liability

Section 2. Indemnification of Covered Persons

Section 3. Indemnification of Shareholders

ARTICLE XI MISCELLANEOUS

Section 1. Trust, not a Partnership

Section 2. Trustee Action, Expert Advice, No Bond or Surety

Section 3. Record Dates

Section 4. Duration, Termination of Trust, Series or Class; Mergers, Etc.

Section 5. Trust Instrument

Section 6. Applicable Law

Section 7. Amendments

Section 8.  Fiscal Year

Section 9. Severability

This  Declaration of Trust is made on January 1, 2003 by John E. Deysher (together with all other persons who may hereafter be duly elected, qualified and serving as trustees in accordance with the provisions hereof, the “Trustees”);

The Trustees declare that all money and property contributed to the Trust shall be held and managed in the Trust pursuant to this Declaration of Trust.

ARTICLE I NAME AND DEFINITIONS

Section 1. Name. This trust shall be known as the Bertolet Capital Trust.

Section 2. Definitions. Unless otherwise provided or required by the context:

(a)

“Affiliated Person,” “Assignment,” “Commission,” “Interested Persons,” “Majority Shareholder Vote” (the 67% or 50% requirement of the third sentence of Section 2(a)(42) of the 1940 Act, whichever may be applicable), and “Principal Underwriter” shall have the meanings given them in the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretive releases of the Commission thereunder;

(b)

‘”Bylaws” means the Bylaws of the Trust, if any as amended from time to time;

(c)

“Class” means the class of Shares of a Series established pursuant to Article III;

(d)

“”Declaration of Trust” means this Declaration of Trust as may be amended from time to time;

(e)

“Net Asset Value” means the net asset value of each Series of the Trust;

(f)

“Shareholder” means a record owner of Shares of the Trust;

(g)

(h)

“Series” means a series of Shares of the Trust established in accordance with Article III;

(i)

“Trust” means the Bertolet Capital Trust;

(j)

“Trustees” means those persons who have signed this Trust Instrument, provided they shall    continue in office in accordance with the terms hereof, and all other persons who may duly qualified and appointed to serve as Trustees;

(k)

“1940 Act” means the Investment Company Act of 1940, as amended.

ARTICLE II. PURPOSE OF TRUST

Purpose. To provide investors with a continuous source of managed investment in securities.

ARTICLE III BENEFICIAL INTEREST  

Section 1. SHARES OF BENEFICIAL INTEREST. The beneficial interest of the Trust shall be divided into transferable Shares of one or more separate and distinct Series or Classes of a Series as the Trustees shall create and establish. The number of authorized Shares of each Series, and Class thereof, is unlimited. Each Share shall be without par value and shall be fully paid and non assessable. The Trustees shall have full power and authority, in their sole discretion, and without obtaining any prior vote or authorization of Shareholders in any Series or Class of the Trust (a)  to create and establish Shares or any Series or Classes thereof with such preferences, voting rights and privileges as the Trustees may determine; (b) to divide or combine the Shares or any Series or Classes  into a greater or lesser number; (c ) to classify or declassify any issued Shares into one or more Series or Classes of Shares; (d) to abolish any one or more Series or Classes of Shares; and (e) to take such action as the Trustees may deem desirable.

Section 2. ESTABLISHMENT OF SERIES AND CLASSES. The establishment of any Series or Class thereof shall be effective upon the adoption of a resolution by the majority of the Trustees setting forth the relative rights and preferences of the Shares, Series or Class, whether directly by resolution or indirectly by approval of another document setting forth such rights and preferences including, without limitation any registration statement of the Trust. At any time there are no Shares outstanding of any particular Series or Class previously established, the Trustees may, by majority vote, abolish such Series or Class.

Section 3. OWNERSHIP OF SHARES. The ownership of Shares shall be recorded in the books of the Trust or transfer agent and these records shall be conclusive as to who are the holders of Shares and the number of Shares held by each Shareholder.

Section 4. INVESTMENT IN THE TRUST. The Trustees shall accept investments in the Trust from such persons and on such terms as they may authorize. Such investments may be in the form of cash, securities or other property in which the appropriate Series is authorized to invest.

After the date of the initial contribution of capital, the number of Shares to represent the initial contribution may in the Trustees’ discretion be considered as outstanding , and the amount received by the Trustees on account of the contribution shall be treated as an asset of the Trust.

Subsequent investments in the Trust shall be credited to each Shareholder’s account in the form of full or fractional shares at the Net Asset Value per Share next determined after the investment is received subject to a sales charge or other fee as may be imposed by the Trustees.

Section 5. ASSETS AND LIABILITIES OF SERIES AND CLASSES. All consideration received by the Trust for the issue or sale of Shares of a particular Series and any subsequent income, earnings, profits, and proceeds from asset sales shall be referred to as “assets belonging to” that Series. Any assets, income, earnings, profits, and proceeds from asset sales that are not readily identified as belonging to any Series or Class shall be allocated by the Trustees

among one or more Series or Classes in a fair and equitable manner. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes. The assets belonging to a particular Series shall be so recorded on the books of the Trust or its agent and shall be held by the Trustees in trust for the benefit of the holders of Shares of that Series.

The assets belonging to each particular Series shall be charged with all liabilities, expenses, costs and charges attributable to that Series. Any liabilities, expenses, costs, charges not readily identified as belonging to any Series or Class shall be allocated by the Trustees among one or more Series or Classes in a fair and equitable manner. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes. Any creditor of any Series may look only to the assets of that Series to satisfy such creditor’s debt. No Shareholder of any Series shall have claim on or any right to any assets belonging to any other Series.

Section 6. NO PREEMPTIVE RIGHTS. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or Trustees.

Section 7. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY. Shares shall be deemed to be personal property giving only the rights provided in this document. Every Shareholder shall be held to have expressly assented and agreed to be bound by the terms hereof. No Shareholder of the Trust or any Series shall be personally liable for the debts, liabilities, obligations, and expenses incurred by, contracted for, or otherwise existing with respect to the Trust or any Series. Neither the Trust or the Trustees shall have the power to bind any Shareholder personally or to demand payment from any Shareholder for anything, other than as agreed to by the Shareholder for subscription to Shares or otherwise. Every note, bond, contract or other obligation undertaken by the Trust or Trustees shall include a provision limiting the obligation thereof to the Trust or particular Series but the omission of such provision shall not operate to bind any Shareholder or Trustee.

ARTICLE IV  THE TRUSTEES

Section 1. MANAGEMENT OF THE TRUST. The business affairs of the Trust shall be managed by the Trustees and they shall have all powers necessary to carry out that responsibility.  

Section 2. INITIAL TRUSTEES; ELECTION. The initial Trustee shall be the person signing this Declaration. The number of Trustees shall be fixed by a majority of Trustees provided that there are at least three (3) Trustees . On a date fixed by the Trustees, the Shareholders shall elect not less than three Trustees. The Trustee who shall act until additional Trustees  are chosen is:  John E. Deysher

Section 3. TERM OF OFFICE OF TRUSTEES. The Trustees shall hold office during the lifetime of the Trust or until its termination as herein provided; except that (a) any Trustee may resign by written instrument signed by him and delivered to the other Trustees which shall be effective upon receipt; (b) any Trustee may be removed at any time by written instrument signed by at least two-thirds (2/3) of the number of Trustees prior to such removal, specifying the date such removal shall be effective; (c ) any Trustee who wishes to retire or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees specifying the date of retirement.; (d) a Trustee may be removed at any special meeting of the Trust by a vote of two-thirds (2/3) of the outstanding shares.

Section 4. VACANCIES. In case of the declination, death, resignation, retirement or removal of any trustees, the remaining Trustees shall fill such vacancy by appointing another person as they see fit consistent with the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. The appointment of a Trustee may be made in anticipation of a vacancy or increase in number of Trustees at a later date provided that said appointment becomes effective only at or after the effective date of the vacancy or increase in number of Trustees. All Trustee powers shall immediately vest upon appointment. The foregoing power of appointment is subject to the provisions of Section 16(a) of the 1940 Act.

Section 5. TEMPORARY ABSENCE OF TRUSTEES. Any Trustee may, by power of attorney, delegate his power for a period not exceeding six(6)months at any one time to any other Trustee.  

Section 6. NUMBER OF TRUSTEES. The number of Trustees shall be determined by the Trustees and shall not be less than three (3). Whenever a vacancy occurs, until such vacancy is filled, or while any Trustee is incapacitated, the other Trustees shall have all powers hereunder.

Section 7. EFFECT OF DEATH ,RESIGNATION, ETC. OF A TRUSTEE. The death, resignation, retirement, removal, incapacity or inability of any Trustee shall not operate to terminate  the Trust or revoke any agency created pursuant to the terms of this Declaration of Trust.

Section 8. OWNERSHIP OF TRUST ASSETS. All assets of the Trust shall at all times be considered as vested in the Trustees.  No Shareholder shall be deemed to have a severable ownership in any individual Trust asset or any right of partition or possession thereof, but each Shareholder shall have a proportionate undivided beneficial interest in the Trust or Series.

ARTICLE V  POWERS OF THE TRUSTEES

Section 1. POWERS. The Trustees shall act as principals and shall be free from the control of the Shareholders. The Trustees shall have full power to take any actions and to execute any contracts they deem necessary and appropriate for the management of the Trust. Except as otherwise provided herein or in the 1940 Act, the Trustees shall not be bound or limited by present or future laws or customs regarding Trust investments and shall have full power and authority to make any and all investments deemed proper to accomplish the Trust’s purpose.

Subject to any limits in the Declaration of Trust, the Trustees shall have power and authority to:

(a)

To invest and reinvest cash and other property, and to hold cash or other property uninvested without being bound or limited by any present or future law regarding Trust investments and to sell, lend, pledge, mortgage, write call options on, and lease any or all of the Trust’s assets.

(b)

To adopt Bylaws consistent with this Declaration of Trust providing for the conduct of the Trust and to amend and appeal them as necessary to preserve the rights of Shareholders.

(c)

To elect and remove officers and appoint and terminate agents as they deem appropriate.

(d)

To employ one or more banks, trust companies, or companies that are members of a national securities exchange, or other entities permitted under the 1940 Act, as custodians of any assets of the Trust.  

(e)

To retain a transfer agent and shareholder servicing agent, or both.

(f)

To provide for the distribution of interests of the Trust through a Principal Underwriter or the Trust itself, or both.

(g)

To set record dates in the manner hereinafter provided for.

(h)

To delegate any authority they deem desirable to any Trust officers and to any investment adviser, manager, custodian, underwriter, or other agent or independent contractor.

(i)

To sell or exchange any or all Trust assets, subject to the provisions of Article XI, Section 4.

(j)

To vote or exercise any rights of ownership regarding any and all securities or property, and to execute and deliver powers of attorney to any person or persons the Trustees deem proper, granting such person or persons such power and discretion as the Trustees deem proper.

(k)

To exercise powers and rights of subscription which may arise out of security ownership.

(l)

To hold any security in a form not indicating any trust, whether in bearer, unregistered, or other negotiable form, either in its own name or in the name of a custodian or other nominee.

(m)

To establish separate and distinct Series with separately defined investment objectives, policies and purposes in accordance with the provisions of Article III and to establish Classes of such Series having rights, powers and duties as the Trustees may provide within applicable laws.

(n)

To allocate assets, liabilities, and expenses of the Trust to a particular Series or Class provided that any liabilities or expenses incurred by a particular Series or Class shall be paid solely out of the assets belonging to that Series as provided for in Article III.

(o)

To consent to or participate in any plan for reorganization, consolidation or merger; tender or subscription offer or any other corporate action involving any security held in the Trust

(p)

To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust.

(q)

To make distributions of income and capital gains to Shareholders.

(r)

To borrow money, to  pledge or mortgage Trust assets subject to the limits of the 1940 Act.

(s)

To establish a minimum total Shareholder investment and to redeem the Shares of any Shareholders whose investment is less than the minimum upon giving notice to the Shareholder.

(t)

To operate as and carry on the business of the investment company and to exercise all powers necessary and appropriate to the conduct of such operations.

(u)

To interpret the investment policies, practices or limitations of any Series.

(v)

To issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to the provisions set forth in Article III and Article IX, to apply to any repurchase, redemption, retirement, cancellation or acquisition of Shares of any funds of the Trust, or the particular Trust Series, with respect to which such shares are issued.

(w)

To invest all or a portion of the assets of any Series in one or more open-end investment companies, including investment by means of transfer of assets in exchange for an interest in such investment company or companies or by any other method  approved by the Trustees.   

(x)

To carry on any other business in connection with or incidental to any of the forgoing powers, to do everything necessary, suitable and proper for the accomplishment of any Trust purpose.

The foregoing clauses shall be construed as objects and powers, and the foregoing enumeration of specific powers shall not limit or restrict the general powers of the Trustees. Any action by one or more Trustees shall be deemed an action on behalf of the Trust or the applicable Series and not an action in an individual capacity.

The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust or any Series or Class thereof.

No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees,

Section 2. TRUSTEES AND OFFICERS AS SHAREHOLDERS. Any Trustee, officer or agent of the Trust may acquire, own and dispose of Shares subject only to the general limitations contained herein on the sale and purchase of such Shares.

Section 3. ACTION BY THE TRUSTEES. The Trustees may hold regular meetings and may fix their time and date as appropriate. Notice of regular meetings need not be in writing provided that any changes in time or place be communicated to each Trustee. Trustees may participate in any regular, special or committee meeting by telephone conference or any other means of communication provided that all meeting participants can hear each other at the same time.

At all meetings of the Trustees, the presence of the majority of the Trustees shall constitute a quorum. When a quorum is present, a majority vote is sufficient to approve any matter that may come before the meeting. The Trustees, by majority vote may delegate to any one of their number their authority to approve or take particular actions on behalf of the Trust.

Section 4. CHAIRMAN OF THE TRUSTEES. The Trustees may appoint a Chairman of the Trustees who shall preside over all meetings and be responsible for the execution of Trust policies and the administration of the Trust.

ARTICLE VI  EXPENSES OF THE TRUST

Section 1. TRUSTEE REIMBURSEMENT. Subject to the provisions of Article III, Section 5, Trustees shall be reimbursed from Trust assets or a particular Series for their expenses and disbursements including without limitation, fees and expenses of Trustees who are not interested persons, fees of every kind, registration expenses, charges of custodians, transfer agents and administration, audit and legal expenses,  reports to Shareholders and expenses of Shareholder meetings , regulatory filing expenses, interest paid, taxes  and all other types of expenses. This section shall not prevent the Trust from directly paying the aforementioned fees and expenses.

ARTICLE VII CONTRACTS WITH SERVICE PROVIDERS

Section 1. INVESTMENT ADVISER. Subject to the applicable requirements of the 1940 Act, the Trustees may enter into one or more investment advisory contracts on behalf of the Trust or any Series. Such contracts may allow the investment adviser to purchase, sell or exchange portfolio securities  or other Trust property on behalf of the Trust or to employ one or more sub-advisers.

Section 2. PRINCIPAL UNDERWRITER. The Trustees may enter into exclusive or non-exclusive contract(s) on behalf of the Trust or any Series or Class providing for the distribution and sale of Shares either directly or as sales agent on terms and conditions acceptable to the Trustees. The Trustees may adopt a plan of distribution whereby the Series or Class finances, directly or indirectly any activity intended to result in sales of its Shares, subject to the requirements of Section 12 of the 1940 Act, Rule 12b-1 thereunder, and other applicable rules and regulations.    

Section 3. TRANSFER AGENT, SHAREHOLDER SERVICES . The Trustees, on behalf of the Trust or any Series , may enter into transfer agency ,shareholder service, and administration contracts  with one or more entities on terms and conditions acceptable to the Trustees.

Section 4. CUSTODIAN. The Trustees shall at all times place and maintain the securities and investments of the Trust and each Series in custody meeting the requirements of the 1940 Act and the rules thereunder. The Trustees, on behalf of the Trust or any Series, may enter into an agreement with a custodian on terms and conditions acceptable to the Trustees providing for the custodian, among other things to (a) hold the securities held by any Trust or Series and deliver the same upon written order or oral order confirmed in writing, (b) receive any moneys due the Trust or any Series and deposit the same in its own banking department or elsewhere, (c ) disburse such funds upon orders or vouchers, and employ a sub-custodian(s).   

Section 5. PARTIES TO CONTRACTS WITH SERVICE PROVIDERS. The Trustees may enter into any contract with any entity although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, partner, shareholder or member of such entity, and no such contract shall be invalidated or rendered void because of such relationship. No person having such relationship shall be disqualified from voting on or executing a contract in his capacity as Trustee or be liable merely by reason of such relationship for any loss or expense to the Trust with respect to such contract or accountable for any profit realized directly or indirectly therefrom; provided the contract was reasonable and fair and consistent with this Declaration of Trust.

Section 6. AMENDMENTS. Any contract referred to in Sections 1 and 2 of this Article shall be consistent with and subject to the requirements of Section 15 of the 1940 Act as amended hereafter with respect to its continuance in effect, its termination, and the method of authorization and approval of such contract or renewal thereof.

ARTICLE VIII SHAREHOLDERS’ VOTING POWERS AND MEETINGS

Section 1. VOTING POWERS. The Shareholders shall have power to vote only with respect to (a) the election of Trustees as provided in Section 2 of this Article; (b) the removal of Trustees as provided in Article IV, Section 3 (d); (c )any investment advisory contract as provided in Article VII, Section 1; (d) any termination of Trust as provided in Article XI, Section 4; (e) the amendment of this Trust only as provided in Article XI, Section 7; (f) to the same extent as the shareholders of a Delaware business corporation, as to whether or not a court action on behalf of the Trust or the Shareholders, provided, however, that a Shareholder of a particular Series shall not be entitled to bring any derivative or class action on behalf of any other Series of the Trust; and (g) such additional matters relating to the Trust as may be required or authorized by law, by the Declaration of Trust, or  Trust Bylaws or any registration of the Trust with the Commission of any state, as the Trustees may deem proper.

On any matter submitted  to a vote of the Shareholders, all Shares shall be voted by individual Series, except a provided in the following sentence and except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (b) when the Trustees have determined that the matter affects only the interests of one or more Series, then only the Shareholders of such Series shall be entitled to vote thereon. The Trustees may also determine that a matter affects only the interests of one or more Classes of a Series, in which case, any such matter shall be voted on by such Class or Classes. A Shareholder of each Series or Class shall be entitled to one vote per Share on any matter on which such Shareholder is entitled to vote, and each fractional Share shall be entitled to a fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration of Trust or its Bylaws, to be taken by Shareholders.

Section 2. MEETINGS. The first Shareholders’ meeting shall be held as specified in Section 2 of Article IV at the principal office of the Trust. Special meetings of the Shareholders of any Series may be called by the Trustees and shall be called by the Trustees upon written request of Shareholders owning at least one-tenth (1/10) of the outstanding shares. Whenever ten or more Shareholders meeting the qualifications set forth in Section 16 (c )of the 1940 Act, seek the opportunity to furnish materials to other Shareholders with the intent of obtaining signatures to request a meeting, the Trustees shall comply with the provisions of Section 16 (c )with respect to providing such Shareholders with a list of the Shareholders of record of the Trust. Shareholders shall be entitled to at least fifteen (15) days’ notice of any meeting.

Section 3. QUORUM AND VOTE. The presence at any Shareholders’ meeting, either in person or by proxy, of a majority of Shares of any Series or Class entitled to vote constitutes a quorum. Any lesser number shall be sufficient for adjournment. When a quorum is present, a majority of all votes cast for any Series or Class at the meeting is sufficient to approve any matter which properly comes before the meeting, except that a plurality of all votes cast at the meeting is sufficient to elect a Trustee. Whether or not a quorum is present, a Shareholders’ meeting may be adjourned by the Shareholders present, in person or by proxy, by majority vote. Any business that might have been transacted at the meeting originally called and adjourned may be transacted at any subsequent meeting at which a quorum is present. Any adjourned meeting may be held, within a reasonable time after the original meeting, without further notice.

Section 4. DERIVATIVE ACTION. A Shareholder may bring derivative action on behalf of the Trust only if the Shareholder(s)  first make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such action has been excused. A demand on the Trustees shall only be excused if a majority of the Trustees, or a majority of any committee established to consider such action, has a personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same adviser or underwriter.

ARTICLE IX DISTRIBUTIONS, REDEMPTIONS ,DETERMINATION OF NET ASSET VALUE

Section 1. DISTRIBUTIONS. The Trustees may declare and pay dividends and other distributions on Shares of a particular Series from assets belonging to that Series. The amount and payment of dividends or distributions and their form, whether cash, Shares or other Trust property,  shall be determined by the Trustees. Dividends and other distributions may be paid pursuant to a standing resolution  adopted once or at any time as the Trustees determine. All dividends and distributions on Shares of a particular Series shall be distributed pro-rata to the Shareholders of that Series in proportion to the number of shares owned on the record date established for such payment. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or similar plans as appropriate.

Section 2. REDEMPTIONS. A Shareholder of any Series of Shares may dispose of his Shares by submitting a written request, or other form of request approved by the Trustees, to the Transfer Agent requesting that such Shares be redeemed. The Series shall make payment for such Shares at Net Asset Value in cash or property from the assets of that Series less any deferred sales charge or other fee within seven (7) days of receipt of the request. Redemptions may be made in cash or in securities at the value of such securities used to calculate the NAV.  

The Trustees may require Shareholders to redeem Shares for any reasons under terms set by the Trustees including, but not limited to the failure of Shareholder to supply a tax identification number if required to do so or the failure of Shareholder to pay when due for the purchase of Shares issued to him. To the extent permitted by law, the Trustees may retain the proceeds or any redemption for payment of amounts due and owing by any Shareholder. The Trustees may suspend redemption privileges or postpone payment when the New York Stock Exchange is closed or during what the Commission determines to be emergency circumstances.

Section 3. DETERMINATION OF NET ASSET VALUE. The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined in a manner consistent with applicable laws and regulations. The Trustees may delegate the power to determine Net Asset Value per Share to a custodian, depository or other agent appointed for such purpose. The Net Asset Value per Share shall be determined separately for each Series or Class at the close or trading on the New York Stock Exchange on each day the Exchange is open for unrestricted trading.

Section 4. SUSPENSION OF RIGHT OF REDEMPTION. When the Trustees suspend redemption privileges or postpone payment of proceeds, Shareholders shall have no right to redemption or payment until the Trustees declare the end of the redemption. If the right of redemption is suspended, the Shareholder may either withdraw his request for redemption or receive payment at the Net Asset Value per Share next determined after the suspension ends.

ARTICLE X LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 1. LIMITATION OF LIABILITY. Provided they have exercised reasonable care and acted under the belief that their actions are in the best interest of the Trust, the Trustees shall not be responsible for or liable for neglect or wrongdoing of them or any officer, agent, employee, or investment adviser of the Trust, but nothing contained herein shall protect any Trustee against any liability to which he would otherwise be subject by reason of willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Section 2. INDEMNIFICATION OF COVERED PERSONS.

(a)

Subject to the exceptions and limitations contained in Section (b) below:

(i.)

every person who is or has been a Trustee or officer of the Trust (Covered Person) shall be indemnified by the appropriate Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in the settlement thereof,

(ii.)

the words “claim”, “action”, “suit” or “proceeding” shall apply to all claims, actions, suits and proceedings (civil, criminal or other, including appeals), actual or threatened , and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

(b)

No indemnification shall be provided hereunder to a Covered Person:

(i.)

who shall have been adjudicated by a  by a court or  body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful malfeasance, bad faith, gross negligence or  reckless disregard for the duties involved in the conduct of his office; or (B) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or

(ii.)

In the event of a settlement, unless there has been a determination  that such person did not engage in willful wrongdoing, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by: (A) The court or other body approving the settlement, (B) At least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter  based upon a review of readily available facts (as opposed to a full trial-type inquiry), (C )By written opinion of independent legal counsel based upon review of readily available facts (as opposed to a full trial type inquiry).

(c)

The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable,  shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, and shall inure to the benefit of the heirs, executors and administrators of a Covered Person.

(d)

Expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in Paragraph (a) of this section may be paid by the applicable Series from time to time prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the applicable Series if it is ultimately determined that he is not entitled to indemnification under this Section; provided however that either (I) such Covered Person shall have provided appropriate security for such undertaking; (ii) the Trust is insured against losses arising out of any such advance payments or; (iii) either a majority of the Trustees who are neither interested persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, determines that, based on a review of readily available facts (as opposed to a full trial type inquiry)  that there is reason to believe that such Covered Person is entitled to indemnification.  

Section 3. INDEMNIFICATION OF SHAREHOLDERS. If any Shareholder or former Shareholder of any Series shall be held personally liable solely by reason of his being or having been a Shareholder and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives or in the case of any entity, its general successor) shall be entitled out of the assets of the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Series shall, upon request of the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Series and satisfy any judgment.

ARTICLE XI MISCELLANEOUS

Section 1. TRUST NOT A PARTNERSHIP. This Trust Instrument creates a trust, not a partnership. No Trustee shall have any power to bind personally either the Trust’s officers or any other Shareholder to any obligation to which such person has not consented.

Section 2. TRUSTEE ACTION, EXPERT ADVICE, NO BOND OR SURETY. The exercise by the Trustees of their powers and discretion hereunder in good faith and with reasonable care under the circumstances then prevailing shall be binding upon everyone interested. Subject to the provisions of Article X, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take the advice of counsel or other experts with respect to the meaning and operation of this Trust Instrument, and subject to the provisions of Article X shall not be liable for any act or omission in accordance with such advice or by failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety bond if it is obtained.  

Section 3. RECORD DATES. The Trustees may fix in advance a date up to sixty (60) days before the date of any Shareholders’ meeting, dividend or distribution payment date, date for the allotment of any rights or date when any change, conversion or exchange of Shares shall go into effect as a record date for the determination of Shareholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of dividends or distributions, or to receive any allotment of rights, or to exercise such rights in any change, conversion or exchange of Shares.

Section 4. DURATION, TERMINATION OF TRUST, SERIES OR CLASS; MERGERS, ETC..

(a)

The Trust shall have a perpetual existence subject to the provisions of this Article XI.

(a)

Subject to applicable Federal and state law, the Trust or any Series or Class thereof may be terminated:

(i.)

by Majority Shareholder Vote of the Trust, each Series affected or each Class affected or:

(ii.)

without the vote or consent of Shareholders by a majority of the Trustees either at a meeting or by written consent.

The Trustees shall provide written notice to the affected Shareholders of a termination effected under clause (ii) above. Upon termination of the Trusts, Series or Class,

(i.)

The Trust, Series or Class shall carry on no business except for the purpose of winding up its affairs;

(ii.)

the Trustees shall proceed to wind up the affairs of the Trust, Series or Class and all the powers of the Trustees under this Declaration of Trust shall continue until the affairs of the Trust shall be wound up, including the power to fulfill or discharge the contracts of the Trust, Series or Class thereof; collect its assets; sell, convey, assign, exchange, transfer, or otherwise dispose of all or any part of the remaining Trust property or Trust property allocated to any Series or Class to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities, or other property of any kind; discharge or pay its liabilities; and do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of Trust, Series or Class property (other than as provided in (iii) below) shall require Shareholder approval in accordance with paragraph (d ) below; and   

(iii.)

after paying or adequately providing for the payment of all liabilities and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust property or the remaining property of the terminated Series or Class, in cash or in kind or partly each, among the Shareholders of the Trust or the Series or Class according to their respective rights; and

(c)

after termination of the Trust, Series or Class and distribution to Shareholders as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust and file as required, an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties with respect to the Trust or the terminated Series or Class, and the rights and interests of Shareholders of the Trust, Series or Class shall thereupon cease.

(d)

MERGER, CONSOLIDATION AND SALE OF ASSETS. Subject to applicable Federal and state law and except as otherwise provided in Paragraph (e)  below, The Trust or any Series or Class thereof may merge or consolidate with any other organization or entity or may sell, lease or exchange Trust property belonging to such Series or Class, including its goodwill,  upon such terms and conditions and for such consideration authorized at any meeting of Shareholders called for such purpose by Majority Shareholder Vote of the Trust or affected Series or Class. Such Transactions may be effected through share for share exchanges, transfers or sale of assets, shareholder in kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.

(e)

INCORPORATION; REORGANIZATION. Subject to applicable Federal and state laws, the Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, limited liability company, association, or other organization to take over all or a portion of the Trust property or all or a portion of property allocated to such Series or Class or to carry on any business in which the Trust shall directly or indirectly have any interest and to sell, convey and transfer the Trust property or  property allocated to such Series or Class to any such corporation, trust, limited liability company, partnership, association, or organization in which the Trust or such Series holds or is about to acquire shares or any other interest.

Subject to applicable Federal and state law, the Trustees may also cause a merger or consolidation between the Trust or any successor thereto or any Series or Class thereof and any such corporation, trust, partnership, limited liability company, association or other organization.

Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, or other organizations and selling, conveying, or transferring the Trust property or a portion of the Trust property to such organizations or entities; provided however that the Trustees shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Paragraph (e), the Trust or any Series or Class thereof sells, conveys, or transfers all or a portion of its assets to another entity or merges or consolidates with another entity. Such transactions may be effected through share for share exchanges, transfers or sale of assets, shareholder in kind redemptions, exchange offers, or any other method approved by the Trustees.

Section 5. TRUST INSTRUMENT. The original or a copy of this Declaration of Trust and subsequent amendments shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by a Trustee or an officer of the Trust as authenticity of the Declaration of Trust. Headings  herein are for convenience only and shall not affect the construction of this Trust instrument. This Trust instrument may be executed in any number of counterparts each of which shall be deemed an original.

Section 6. APPLICABLE LAW. The Trust set forth in this instrument is governed by and construed and administered according to the Delaware Act and the laws of the State of Delaware. The Trust shall be of the type commonly called a Delaware business trust, and without limiting the provisions thereof, the Trust may exercise all powers which are ordinarily exercised by such a trust, and the absence of a specific reference herein to any power, privilege or action shall not imply that the Trust may exercise such power or privilege or take such actions.

Section 7. AMENDMENTS. Except as specifically provided herein, the Trustees may, without shareholder vote, amend or otherwise supplement this Trust Instrument by making an amendment , a Trust Instrument supplemental hereto or an amended or restated Trust Instrument. Shareholders shall have the right to vote on any amendment (a) which would affect the voting rights of Shareholders granted in Article XIII, Section 1; (b) to this Section 7; (c ) required to be approved by Shareholders by law or the Trust’s registration statement(s) filed with the Commission and (d) submitted to them by the Trustees. Any amendment submitted to the Shareholders which the Trustees determine would affect the Shareholders of any Series shall be authorized by vote of the Shareholders of such Series and no vote shall be required of Shareholders of a Series not affected. Not withstanding anything else herein, any amendment to  

Article X shall not limit the rights to indemnification or insurance provided therein with respect to action or omission of Covered Persons prior to such amendment.

Section 8. FISCAL YEAR. The fiscal year of the Trust shall end on a specified date as set forth in the Bylaws, if any, provided, however, that the Trustees may, without Shareholder approval change the fiscal year of the Trust.

 Section 9. SEVERABILITY. The provisions of this Declaration of Trust are severable. If the Trustees determine, with the advice of counsel, that any provision hereof conflicts with the 1940 Act, the regulated investment company provisions of Internal Revenue Code or with any other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Trust instrument; provided however, that such determination shall not affect any of the remaining provisions of the Trust instrument or render invalid or improper any action taken or omitted prior to such determination. If any provision hereof shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision  in such jurisdiction and shall not affect any other provision of his Trust instrument.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date written above.

/s/John E. Deysher

John E. Deysher, Trustee

BYLAWS OF THE BERTOLET CAPITAL TRUST                        January, 2003

TABLE OF CONTENTS

ARTICLE I PRINCIPAL OFFICE

ARTICLE II OFFICERS AND THEIR ELECTION

Section 1. Officers.

Section 2. Election of Officers.

Section 3. Resignations.

ARTICLE III POWERS AND DUTIES OF OFFICERS AND TRUSTEES

Section 1. Management of Trust.

Section 2. Executive and Other Committees.

Section 3. Compensation.

Section 4. Chairman of the Trustees.

Section 5. President.

Section 6. Vice President.

Section 7. Treasurer.

Section 8. Secretary.

Section 9. Assistant and Subordinate Officers.

Section10. Surety Bonds.

Section 11. Removal.

Section 12. Remuneration.

ARTICLE IV SHAREHOLDERS’ MEETINGS

Section 1. Special Meetings.

Section 2. Notices.

Section 3. Voting-Proxies.

Section 4. Meeting Place.

Section 5. Action without Meeting.

ARTICLE V TRUSTEES’ MEETINGS

Section 1. Special Meetings.

Section 2. Regular Meetings.

Section 3. Quorum & Voting.

Section 4. Action by Consent.

ARTICLE VI SHARES OF BENEFCIAL INTEREST

Section 1. Beneficial Interest.

Section 2. Transfer of Shares.

Section 3. Equitable Interest Not Recognized.

Section 4. No Share Certificates.

ARTICLE VII MISCELLANEOUS

Section 1. Ownership of Trust Assets.

Section 2. Inspection of Books.

Section 3. Insurance of Officers, Trustees and Employees.

Section 4. Seal.

Section 5. Fiscal Year.

Section 6. Amendments.

Section 7. Reports to Shareholders.

ARTICLE I PRINCIPAL OFFICE. The principal office of the Trust shall be New York, New York or any other location the Trustees may designate.

ARTICLE II OFFICERS AND THEIR ELECTION

Section 1. OFFICERS. The officers of the Trust shall be a President, Treasurer, Secretary and such other officers as the Trustees may elect. The Trustees may delegate to any officer or committee the power to appoint any subordinate officers or agents. It shall not be necessary for any Trustee or other officer to hold Shares in the Trust.

Section 2. ELECTION OF OFFICERS. The President, Treasurer and Secretary shall be chosen by the Trustees. Subject to the provisions of Section 11, Article III hereof, the President, Treasurer and Secretary shall each hold office until their successors are chosen and qualified and all other officers shall hold office at the pleasure of the Trustees.

Section 3. RESIGNATIONS. Any officer of the Trust may resign by filing a written resignation with the President, the Trustees or the Secretary which is deemed effective upon receipt.

ARTICLE III POWERS AND DUTIES OF OFFICERS AND TRUSTEES

Section 1. MANAGEMENT OF THE TRUST. The business and affairs of the Trust shall be managed by and under the direction of the Trustees who shall have all powers necessary and desirable to carry out their responsibilities, so long as such powers are not inconsistent with the Laws of the State of Delaware, the Declaration of Trust or these Bylaws.

Section 2. EXECUTIVE AND OTHER COMMITTEES. The Trustees may elect from their own number an executive or any other committee  which shall have any or all powers of the Trustees while the Trustees are not in session. The number composing such committees and the powers conferred upon the same are to be determined by vote of a majority of the Trustees. All members of such committees shall hold such offices at the pleasure of the Trustees. The Trustees may abolish any such committee at any time. Any committee to which the Trustees delegate any of their powers or duties shall keep records of its meetings and shall report its actions to the Trustees . The Trustees shall  have power to rescind any action of any committee but no such rescission shall have retroactive effect.

Section 3. COMPENSATION. Each Trustee and each committee member may receive compensation for services and expense reimbursement may be approved by the Trustees.

Section 4. CHAIRMAN OF THE TRUSTEES. The Trustees may appoint one of their number to be Chairman of the Board of Trustees. When present, he shall preside at all meetings of the Shareholders and the Trustees, and he may, subject to the approval of the Trustees, appoint a Trustee to preside at such meetings in his absence.

Section 5. PRESIDENT. The President shall be the sole chief executive officer of the Trust and, subject to the direction of the Trustees, shall have general administrative responsibilities for the Trust, but shall not have responsibility for the provision of any investment advisory service that is the subject of a management agreement between the Trust and an adviser or sub-adviser. The President shall be responsible for the design, establishment, maintenance and evaluation of internal controls and certification of any reports to the extent and in the manner required under applicable laws and regulations. Except as the Trustees may otherwise order, the President shall have the power to grant, issue, execute or sign such powers of attorney, proxies, agreements or other documents as may deemed advisable or necessary to further the interests of the Trust or any series thereof. He shall also have power to employ attorneys, accountants and other advisers and agents and counsel for the Trust.

Section 6. VICE PRESIDENT. Any Vice President shall perform such duties as the Trustees or President may designate. At the request of or in the absence or disability of the President, he may perform all the duties of the President and when doing so shall have all the powers of and be subject to all the restrictions upon the President.

Section 7. TREASURER. The Treasurer shall deliver all funds and securities of the Trust to the custodian employed by the Trustees in accordance with the Declaration of Trust and applicable provisions of law. He shall make annual reports regarding the business and condition of the Trust, which reports shall be preserved in Trust records, and shall furnish such other reports and perform additional duties as the Trustees may require.

Section 8. SECRETARY. The Secretary shall record in books kept for the purpose all votes and proceedings of the Trustees and Shareholders at their respective meetings. He shall have custody of the seal of the  Trust and shall perform additional duties as required by the Trustees.  

Section 9. ASSISTANT AND SUBORDINATE OFFICERS. The assistant and subordinate officers of the Trust are officers below the office of Vice President, Treasurer or Secretary.

They shall have duties as assigned to them by the Trustees or President.

Section 10. SURETY BONDS. The Trustees may require any officer or agent of the Trust to execute a bond (including without limitation, any bond required by the 1940 Act and the rules and regulations of the Commission ) to the Trust in such sum and with such surety as the Trustees may determine, conditioned upon the faithful performance of his duties to the Trust including responsibility for negligence and accounting for any Trust property, funds or securities.

Section 11. REMOVAL. Any officer may be removed from office whenever in the judgment of the Trustees the best interest of the Trust will be served thereby, by majority vote of the Trustees at any regular or special meeting of the Trustees. In addition, any agent or officer appointed in accordance with the provisions of Section 9 hereof may be removed, either with or without cause, by any officer upon whom such power of removal has been conferred by the Trustees.

Section 12. REMUNERATION. The salaries or other compensation, if any, of the Trust officers shall be fixed by resolution of the Trustees.

ARTICLE IV SHAREHOLDERS’ MEETINGS

Section 1. SPECIAL MEETINGS. A special meeting of the Shareholders shall be called by the Secretary whenever (i) ordered by the Trustees or (ii) requested in writing by the holder or holders of at least 10% of the outstanding shares entitled to vote; provided that (1) such request shall state the purposes of such meeting and the matters proposed to be voted on, and (2) the Shareholder(s) requesting such meeting shall have paid to the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such Shareholder(s). If the Secretary, when so ordered or requested, refuses or neglects for more than 30 days to call such special meeting, the Trustees or the Shareholders so requesting, may, in the name of the Secretary, call the meeting by giving notice thereof in the manner required when notice is given by the Secretary. If the meeting is a meeting of the Shareholders of one or more Series or Classes of Shares, but not a meeting of all Shareholders of the Trust, then only special meetings of the Shareholders of such Series or Class shall be called and only the Shareholders of such Series or Class shall be entitled to notice of and to vote at such meeting.

Section 2. NOTICES. Except as provide above, notices of any Shareholders’ meeting shall be given by the Secretary by delivering or mailing, to each Shareholder entitled to vote, written notification of such meeting at least 15 days before the meeting, to the Shareholder’s address of record. Notice of any Shareholders’ meetings shall be deemed waived by any Shareholder who shall attend any meeting in person or by proxy, or who shall, either before or after the meeting, submit a signed waiver of notice which is filed with the records of the meeting. Notice of adjournment of a meeting to another time or place need not be given if the time and place are announced at the meeting or reasonable notice is given to persons present at the meeting and the adjourned meeting is held within a reasonable time after the date set for the original meeting.

Section 3. VOTING-PROXIES. Subject to the provisions of the Declaration of Trust, Shareholders entitled to vote may vote in person or by proxy provided that an instrument authorizing such proxy to act is executed in writing by the Shareholder and dated not more than 11 months before the meeting, unless the instrument specifically provides for a longer period. Proxies shall be delivered to the Secretary or other person responsible for recording the proceedings before being voted. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Trust receives specific written notice to the contrary from any one of them. Unless specifically limited by their terms, proxies shall entitle the holder to vote at any adjournment of a meeting.

A proxy purporting to be exercised by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger. At all Shareholders’ meetings,  all questions relating to the qualifications of voters, validity of proxies and the acceptance or rejection of votes shall be decided by the Chairman of the meeting. Except as otherwise provided herein or in the Declaration of Trust, as amended or supplemented, all matters related to giving, voting or validity of proxies shall be governed by the General Corporation Law of Delaware as if the Trust were a Delaware corporation and the Shareholders were shareholders of a Delaware corporation.    

Section 4. MEETING PLACE. Meetings of Shareholders shall be held at the place of business of the Trust or any place in the  United States the Trustees may designate.

Section 5. ACTION WITHOUT A MEETING. Any action taken by Shareholders may be taken without a meeting if all Shareholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the Trust. Such consent shall be treated for all purposes as a vote at a meeting of Shareholders at the principal business place of the Trust.

ARTICLE V. TRUSTEES’ MEETINGS

Section 1. SPECIAL MEETINGS. Special meetings of the Trustees may be called by the Chairman of the Board or any two other Trustees.

Section 2. REGULAR MEETINGS. Regular Meetings of the Trustees may be held at such places and times as deemed appropriate. Notice of regular meetings need not be in writing provided that any changes in time or place be communicated promptly to each Trustee. Trustees  may participate in any regular, special or committee meetings by telephone conference or any other means of communication so that all meeting participants can hear each other at the same time.

Section 3. QUORUM AND VOTING. A majority of the Trustees shall constitute a quorum and when a quorum is present, a majority vote is sufficient to transact any business which properly comes before the meeting.  

Section 4. ACTION BY CONSENT. Any action by the Trustees may be taken without a meeting if a written consent is signed by all Trustees and filed with the records of the Trustees’ meeting.  

ARTICLE VI SHARES OF BENFICIAL INTEREST

Section 1. BENEFICIAL INTEREST. The beneficial interest in the Trust shall at times be divided into such transferable Shares of one or more Series or Classes thereof, as the Trustees shall establish. The number of Shares is unlimited, and each Share of each Series or Class thereof shall be without par value and shall represent an equal proportionate interest with each other Share in the Series, none having priority or preference over another, except to the extent that such priorities or preferences are consistent with applicable law and any rule of the Commission.

Section 2. TRANSFER OF SHARES. The Shares of the Trust shall be transferable, so as to affect the rights of the Trust, only by transfer recorded on the books of the Trust.

Section 3. EQUITABLE INTEREST NOT RECOGNIZED. The Trust shall be entitled to treat the holder of record of any Share(s) of beneficial interest as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim or interest in such Share(s) on the part of any other person except as may be expressly provided by law.

Section 4. NO SHARE CERTIFICATES. No Shareholder shall be entitled to a certificate representing the Shares of the Trust or a particular Series or Class thereof. Each Shareholder shall receive a written or electronic confirmation of his purchase of shares which shall state the name of the Trust or Series, the name of the Shareholder to which the Shares are issued, the Class of Shares and the number of Shares purchased. A current prospectus setting forth the objectives, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the Series or Class purchased shall be delivered prior to or concurrently with such confirmations.

ARTICLE VII MISCELLANEOUS

Section 1. OWNERSHIP OF TRUST ASSETS. The Trustees, acting on behalf of the Trust, shall be deemed to hold legal and beneficial ownership of any income earned on securities held by the Trust  issued by any business entity formed, organized or existing under the laws of any jurisdiction other than a state, commonwealth, possession or colony of the United States or the laws of the United States.

Section 2. INSPECTION OF BOOKS.. The Trustees shall determine to what extent and at what times, places and under what conditions the accounts and books of the Trust shall be open to inspection by the Shareholders; and no Shareholder shall have the right to inspect such accounts and books except as conferred by law, by the Trustees or by resolution of the Shareholders.

Section 3. INSURANCE OF OFFICERS, TRUSTEES AND EMPLOYEES. The Trust may purchase insurance on behalf of any Officer, Trustee or Trust employee against any liability asserted against him and incurred by him acting in such capacity. The Trust may not acquire or obtain insurance that protects any Trustee or Trust officer against any liability to the Trust or its Shareholders to which he would otherwise be subject by reason of willful malfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.

Section 4. SEAL. The Trustees shall provide a suitable seal bearing the name of the Trust which may be used by causing it or a facsimile thereof to be impressed or affixed to a document. Any Trustee or Trust Officer shall have the authority to affix the corporate seal to any document but its absence shall not invalidate any document executed on behalf of the Trust.

Section 5. FISCAL YEAR. The fiscal year of each Series of the Trust shall be determined by the Trustees.

Section 6. AMENDMENTS.  These Bylaws may be amended at any Trustees’ meeting by majority vote.

Section 7. REPORTS TO SHAREHOLDERS. The Trustees shall at least semi-annually submit to Shareholders a written financial report of the Trust including financial statements which shall be certified at least annually by independent public accountants.

TRANSFER AGENT AGREEMENT

THIS AGREEMENT is made and entered into this _____ day of _______, 2003, by and between the Bertolet Capital Trust (the “Trust”), a Delaware Business Trust having and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

RECITALS:

A.

The Trust is an open-end management investment company registered with the United States Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”); and

B.

The Trust desires to appoint MSS as its transfer agent and dividend disbursing and redemption agent, and MSS desires to accept such appointment.

AGREEMENTS:

NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereby agree as follows:

1.

DUTIES OF MSS.

1.01

Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints MSS to act, and MSS agrees to act, as transfer agent for the Trust’s authorized and issued shares of beneficial interest of each class of each portfolio of the Trust (the “Shares”), and as dividend disbursing and redemption agent for the Trust.

1.02

MSS agrees that it will perform the following services:

(a)

In accordance with procedures established from time to time by agreement between the Trust and MSS, MSS shall:

(i)

Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefore to the Custodian of the Trust authorized by the Board of Trustees of the Trust (the “Custodian”);

(ii)

Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

(iii)

Receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation therefore to the Custodian;

(iv)

At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

(v)

Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(vi)

Prepare and transmit payments for dividends and distributions declared by the Trust;

(vii)

Maintain records of account for and advise the Trust and its Shareholders as to the foregoing;

(viii)

Maintain an Anti-Money Laundering Program in compliance with the USA Patriot Act of 2001 and regulation thereunder, and provide to the Trust a copy of MSS’s Anti-Money Laundering Program;

(ix)

Perform such services as are necessary to implement and enforce the Trust’s Anti-Money Laundering Program;

(x)

Provide necessary and reasonable access to properly authorized federal examiners so that they can obtain all necessary information and records relating to the AML Program and to inspect MSS’s implementation and operation of the AML Program; and

(xi)

Record the issuance of shares of the Trust and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of shares of the Trust which are authorized, based upon data provided to it by the Trust, and issued and outstanding.  MSS shall also provide the Trust on a regular basis with the total number of shares which are authorized, issued and outstanding and shall have no obligation, when recording the issuance of shares, to monitor the issuance of such shares or to take cognizance of any laws relating to the issue or sale of such shares, which functions shall be the sole responsibility of the Trust.

(b)

In addition, MSS shall perform all of the customary services of a transfer agent, dividend disbursing and redemption agent, including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and prospectuses to current Shareholders, withholding taxes for U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information and provide a system and reports which will enable the Trust to monitor the total number of Shares sold in each State.

Procedures applicable to certain of these services may be established from time to time by agreement between the Trust and MSS.

2.

FEES AND EXPENSES

2.01

In consideration of the services to be performed by MSS pursuant to this Agreement, the Trust agrees to pay MSS the fees set forth in the fee schedule attached hereto as Exhibit “A”.

2.02

In addition to the fee paid under Section 2.01 above, the Trust agrees to reimburse MSS for out-of-pocket expenses or advances incurred by MSS in connection with the performance of its obligations under this Agreement.  In addition, any other expenses incurred by MSS at the request or with the consent of the Trust will be reimbursed by the Trust.

2.03

The Trust agrees to pay all fees and reimbursable expenses within five days following the receipt of the respective billing notice.  Postage for mailing of dividends, proxies, Trust reports and other mailings to all shareholder accounts shall be advanced to MSS by the Trust at least seven days prior to the mailing date of such materials.

3.

REPRESENTATIONS AND WARRANTIES OF MSS

MSS represents and warrants to the Trust that:

3.01

It is a Limited Liability Company duly organized and existing and in good standing under the laws of the State of Delaware.

3.02

It is duly qualified to carry on its business in the State of Ohio.

3.03

It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement.

3.04

All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

3.05

It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

3.06

MSS is duly registered as a transfer agent under the Securities Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.

4.

REPRESENTATIONS AND WARRANTIES OF THE FUND

The Trust represents and warrants to MSS that:

4.01

It is a Business Trust duly organized and existing and in good standing under the laws of Ohio.

4.02

It is empowered under applicable laws and by its Declaration of Trust to enter into and perform this Agreement.

4.03

All corporate proceedings required by said Declaration of Trust have been taken to authorize it to enter into and perform this Agreement.

4.04

It is an open-end and diversified management investment company registered under the 1940 Act.

4.05

A registration statement under the Securities Act of 1933 is currently or will become effective and will remain effective, and appropriate state securities law filings as required, have been or will be made and will continue to be made, with respect to all Shares of the Trust being offered for sale.

5.

INDEMNIFICATION

5.01

MSS shall not be responsible for, and the Trust shall indemnify and hold MSS harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:

(a)

All actions of MSS or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without  negligence or willful misconduct.

(b)

The Trust’s refusal or failure to comply with the terms of this Agreement, or which arise out of the Trust’s lack of good faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Trust hereunder.

(c)

The reliance on or use by MSS or its agents or subcontractors of information, records and documents which (i) are received by MSS or its agents or subcontractors and furnished to it by or on behalf of the Trust, and (ii) have been prepared and/or maintained by the Trust or any other person or firm on behalf of the Trust.

(d)

The reliance on, or the carrying out by MSS or its agents or subcontractors of, any instructions or requests of the Trust.

(e)

The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.

5.02

MSS shall indemnify and hold the Trust harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by MSS as a result of MSS’s lack of good faith, gross or ordinary negligence or willful misconduct.

5.03

At any time MSS may apply to any officer of the Trust for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by MSS under this Agreement, and MSS and its agents or subcontractors shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel.  MSS, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Trust, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided MSS or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.  MSS, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Trust, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

5.04

In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

5.05

Upon the assertion of a claim for which either party may be required to indemnify the other, the party of seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim.  The party who may be required to indemnify shall have the option to participate with the party seeking indemnification the defense of such claim.  The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

6.

COVENANTS OF THE FUND AND MSS

6.01

The Trust shall promptly furnish to MSS a certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of MSS and the execution and delivery of this Agreement.

6.02

MSS hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

6.03

MSS shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable.  To the extent required by Section 31 of the 1940 Act, as amended, and the Rules thereunder, MSS agrees that all such records prepared or maintained by MSS relating to the services to be performed by MSS hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request.

6.04

MSS and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.

6.05

In case of any requests or demands for the inspection of the Shareholder records of the Trust, MSS will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection.  MSS reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person, and shall promptly notify the Trust of any unusual request to inspect or copy the shareholder records of the Trust or the receipt of any other unusual request to inspect, copy or produce the records of the Trust.

7.

TERM OF AGREEMENT

7.01

This Agreement shall become effective as of the date hereof and shall remain in force for a period of three years; provided, however, that each party to this Agreement have the option to terminate the Agreement without penalty, upon 60 days prior written notice.

7.02

Should the Trust exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Trust.  Additionally, MSS reserves the right to charge for any other reasonable expenses associated with such termination.

8.

MISCELLANEOUS

8.01

Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.  This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

8.02

This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees of the Trust.

8.03

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio as at the time in effect and the applicable provisions of the 1940 Act.  To the extent that the applicable law of the State of Ohio, or any of the provisions here in, conflict with the applicable provisions of the 1940 Act, the latter shall control.

8.04

This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

8.05

All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received or when sent by telex or facsimile, and shall be given to the following addresses (or such other addresses as to which notice is given):

To the Trust:

To MSS:

Bertolet Capital Trust     

Mutual Shareholder Services, LLC

1414 Sixth Ave.-900     

8869 Brecksville Road, Suite C

New York, NY  10019             

Brecksville, OH 44141

MSS understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind the Trust and the Trust’s property; MSS respresents that it has notice of the provisions of the Declaration of Trust disclaiming Trustee and shareholder liability for acts or obligations of the Trust.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Bertolet Capital Trust:                   

Mutual Shareholder Services, LLC

By:

By:

Its: ___________________________

Its: ___________________________

#

ACCOUNTING SERVICES AGREEMENT

THIS AGREEMENT is made and entered into this _____ day of _______, 2003, by and between the Bertolet Capital Trust (the “Trust”), a Delaware Business Trust and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

RECITALS:

A.

The Trust is an open-end management investment company registered with the United States Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the "1940 Act"); and

B.

MSS is a corporation experienced in providing accounting services to mutual funds and possesses facilities sufficient to provide such services; and

C.

The Trust desires to avail itself of the experience, assistance and facilities of MSS and to have MSS perform the Trust certain services appropriate to the operations of the Trust, and MSS is willing to furnish such services in accordance with the terms hereinafter set forth.

AGREEMENTS:

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby agree as follows:

1.

DUTIES OF MSS.

MSS will provide the Trust with the necessary office space, communication facilities and personnel to perform the following services for the Trust:

(a)

Timely calculate and transmit to NASDAQ the daily net asset value of each class of shares of each portfolio of the Trust, and communicate such value to the Trust and its transfer agent;

(b)

Maintain and keep current all books and records of the Trust as required by Rule 31a-1 under the 1940 Act, as such rule or any successor rule may be amended from time to time ("Rule 31a-1"), that are applicable to the fulfillment of MSS's duties hereunder, as well as any other documents necessary or advisable for compliance with applicable regulations as may be mutually agreed to between the Trust and MSS.  Without limiting the generality of the foregoing, MSS will prepare and maintain the following records upon receipt of information in proper form from the Trust or its authorized agents:

·

Cash receipts journal

·

Cash disbursements journal

·

Dividend record

·

Purchase and sales - portfolio securities journals

·

Subscription and redemption journals

·

Security ledgers

·

Broker ledger

·

General ledger

·

Daily expense accruals

·

Daily income accruals

·

Securities and monies borrowed or loaned and collateral therefore

·

Foreign currency journals

·

Trial balances

(c)

Provide the Trust and its investment adviser with daily portfolio valuation, net asset value calculation and other standard operational reports as requested from time to time.

(d)

Provide all raw data available from its fund accounting system for the preparation by the Trust or its investment advisor of the following

1.

Semi-annual and annual financial statements;

2.

Semi-annual forms N-SAR;

3.

Annual tax returns;

4.

Financial data necessary to update form N-1A;

5.

Annual proxy statement.

(e)

Notwithstanding paragragh 1 (d), prepare the following:

1.

Semi-annual and annual financial statements;

2.

Semi-annual forms N-SAR;

(f)

Edgarize and file with the SEC the following:

1.

Semi-annual and annual financial statements;

1.

Semi-annual forms N-SAR;

2.

N-1A and other necessary filings.

(g)

Provide facilities to accommodate annual audit and any audits or examinations conducted by the Securities and Exchange Commission or any other governmental or quasi-governmental entities with jurisdiction.

MSS shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

2.

FEES AND EXPENSES.

(a)

In consideration of the services to be performed by MSS pursuant to this Agreement, the Trust agrees to pay MSS the fees set forth in the fee schedule attached hereto as Exhibit A.

(b)

In addition to the fees paid under paragraph (a) above, the Trust agrees to reimburse MSS for out-of-pocket expenses or advances incurred by MSS in connection with the performance of its obligations under this Agreement. In addition, any other expenses incurred by MSS at the request or with the consent of the Trust will be reimbursed by the Trust.

(c)

The Trust agrees to pay all fees and reimbursable expenses within five days following the receipt of the respective billing notice.

3.

LIMITATION OF LIABILITY OF MSS.

(a)

MSS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall not be liable to the Trust for any action taken or omitted by it in good faith without negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder.  It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Trust, advice of the Trust, or of counsel for the Trust and upon statements of the Trust's independent accountants, and shall not be liable for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of MSS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without negligence, bad faith, willful misconduct or reckless disregard of its duties.

(b)

Nothing herein contained shall be construed to protect MSS against any liability to the Trust to which MSS shall otherwise be subject by reason of willful misfeasance, bad faith, negligence in the performance of its duties to the Trust, reckless disregard of its obligations and duties under this Agreement or the willful violation of any applicable law.

(c)

Except as may otherwise be provided by applicable law, neither MSS nor its stockholders, officers, directors, employees or agents shall be subject to, and the Trust shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to MSS by the Trust or its authorized agents.

4.

REPORTS.

(a)

The Trust shall provide to MSS on a quarterly basis a report of a duly authorized officer of the Trust representing that all information furnished to MSS during the preceding quarter was true, complete and correct in all material respects. MSS shall not be responsible for the accuracy of any information furnished to it by the Trust or its authorized agents, and the Trust shall hold MSS harmless in regard to any liability incurred by reason of the inaccuracy of such information.

(b)

Whenever, in the course of performing its duties under this Agreement, MSS determines, on the basis of information supplied to MSS by the Trust or its authorized agents, that a violation of applicable law has occurred or that, to its knowledge, a possible violation of applicable law may have occurred or, with the passage of time, would occur, MSS shall promptly notify the Trust and its counsel of such violation.

5.

ACTIVITIES OF MSS.

The services of MSS under this Agreement are not to be deemed exclusive, and MSS shall be free to render similar services to others so long as its services hereunder are not impaired thereby.

6.

ACCOUNTS AND RECORDS.

The accounts and records maintained by MSS shall be the property of the Trust, and shall be surrendered to the Trust promptly upon request by the Trust in the form in which such accounts and records have been maintained or preserved. MSS agrees to maintain a back-up set of accounts and records of the Trust (which back-up set shall be updated on at least a weekly basis) at a location other than that where the original accounts and records are stored. MSS shall assist the Trust's independent auditors, or, upon approval of the Trust, any regulatory body, in any requested review of the Trust's accounts and records. MSS shall preserve the accounts and records as they are required to be maintained and preserved by Rule 31a-1.

7.

CONFIDENTIALITY.

MSS agrees that it will, on behalf of itself and its officers and employees, treat all transactions contemplated by this Agreement, and all other information germane thereto, as confidential and not to be disclosed to any person except as may be authorized by the Trust.

8.

TERM OF AGREEMENT.

(a)

This Agreement shall become effective as of the date hereof and shall remain in force for a period of three years; provided, however, that each party to this Agreement have the option to terminate the Agreement, without penalty, upon 60 days prior written notice.

(b)

Should the Trust exercise its right to terminate, all out-of-pocket expenses associated with the movements of records and material will be borne by the Trust.  Additionally, MSS reserves the right to charge for any other reasonable expenses associated with such termination.

9.

MISCELLANEOUS.

(a)

Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

(b)

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio as at the time in effect and the applicable provisions of the 1940 Act. To the extent that the applicable law of the State of Ohio, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

(c)

This Agreement may be amended by the parties hereto only if such amendment is in writing and signed by both parties.

(d)

This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

(e)

All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received or when sent by telex or facsimile, and shall be given to the following addresses (or such other addresses as to which notice is given):

To the Trust:

To MSS:

Bertolet Capital Trust              

Mutual Shareholder Services

1414 Sixth Ave.-900                

8869 Brecksville Road, Suite C

New York, NY 10019             

Brecksville, OH 44141

MSS understands and agrees that the obligations under this Agreement are not bind upon anty Trustee or shareholder of the Trust personally, but bind the Trust and the Trust’s property; MSS represents that it has notice of the provisions of the Declaration of Trust disclaiming Trustee and shareholder liability for acts or obligations of the Trust.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Bertolet Capital Trust:

Mutual Shareholder Services, LLC:

By: ___________________________

By: ________________________________

Its: ___________________________

Its: ________________________________

#

CUSTODY AGREEMENT

This AGREEMENT, dated as of                                      2003, by and between the Bertolet Capital Trust (the Trust ), a business trust organized under the laws of the State of Delaware acting for and on behalf of The Pinnacle Value Fund (the “Fund”), which is operated and maintained by the Trust for the benefit of the holders of shares of the fund(s), and U.S. BANK, N.A., (the "Custodian").

W I T N E S S E T H:

WHEREAS, the Trust desires that the Fund's Securities and cash be held and administered by the Custodian pursuant to this Agreement;

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Custodian represents that it is a bank having the qualifications prescribed in Section 26(a)(i) of the 1940 Act.

NOW, THEREFORE, in consideration of the mutual agreements herein made, the Trust and the Custodian hereby agree as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

1.1

"Authorized Person" means any Officer or other person duly authorized by resolution of the Board of Trustees to give Oral Instructions and Written Instructions on behalf of the Fund and named in Exhibit A hereto or in such resolutions of the Board of Trustees , certified by an Officer, as may be received by the Custodian from time to time.

1.2

"Board of Trustees" shall mean the Trustees from time to time serving under the Trust’s Declaration of Trust , as from time to time amended.

1.3

"Book-Entry System" shall mean a federal book-entry system as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in such book-entry regulations of federal agencies as are substantially in the form of such Subpart O.

1.4

"Business Day" shall mean any day recognized as a settlement day by The New York Stock Exchange, Inc. and any other day for which the Trust computes the net asset value of Shares of the Fund.

1.5

"Fund Custody Account" shall mean any of the accounts in the name of the Trust, which is provided for in Section 3.2 below.

1.6

"NASD"  shall mean The National Association of Securities Dealers, Inc.

1.7

"Officer" shall mean the Chairman, President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Trust .

1.8

"Oral Instructions" shall mean instructions orally transmitted to and accepted by the Custodian because such instructions are:  (i) reasonably believed by the Custodian to have been given by an Authorized Person, (ii) recorded and kept among the records of the Custodian made in the ordinary course of business; and (iii) orally confirmed by the Custodian.  The Trust shall cause all Oral Instructions to be confirmed by Written Instructions prior to the end of the next Business Day.  If such Written Instructions confirming Oral Instructions are not received by the Custodian prior to a transaction, it shall in no way affect the validity of the transaction or the authorization thereof by the Trust.  If Oral Instructions vary from the Written Instructions, which purport to confirm them, the Custodian shall notify the Trust of such variance but such Oral Instructions will govern unless the Custodian has not yet acted.

1.9

"Proper Instructions" shall mean Oral Instructions or Written Instructions.  Proper Instructions may be continuing Written Instructions when deemed appropriate by both parties.

1.10

"Securities Depository" shall mean The Depository Trust Company and (provided that Custodian shall have received a copy of a resolution of the Board of Trustees, certified by an Officer, specifically approving the use of such clearing agency as a depository for the Fund) any other clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 as amended (the "1934 Act"), which acts as a system for the central handling of Securities where all Securities of any particular class or series of an issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of the Securities.

1.11

 "Securities" shall include, without limitation, common and preferred stocks, bonds, call options, put options, debentures, notes, bank certificates of deposit, bankers' acceptances, mortgage-backed securities or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or any similar property or assets that the Custodian has the facilities to clear and to service.

1.12

"Shares" shall mean, with respect to the Fund, the units of beneficial interest issued by the Trust on account of the Fund.

1.13

"Sub-Custodian" shall mean and include (i) any branch of a "U.S. Bank," as that term is defined in Rule 17f-5 under the 1940 Act, (ii) any "Eligible Foreign Custodian," as that term is defined in Rule 17f-5 under the 1940 Act, having a contract with the Custodian which the Custodian has determined will provide reasonable care of assets of the Fund based on the standards specified in Section 3.3 below.  Such contract shall include provisions that provide: (i) for indemnification or insurance arrangements (or any combination of the foregoing) such that the Fund will be adequately protected against the risk of loss of assets held in accordance with such contract; (ii) that the Fund’s assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Sub-Custodian or its creditors except a claim of payment for their safe custody or administration, in the case of cash deposits, liens or rights in favor of creditors of the Sub-Custodian arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership for the Fund’s assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying the assets as belonging to the Fund or as being held by a third party for the benefit of the Fund; (v) that the Fund’s independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Fund will receive periodic reports with respect to the safekeeping of the Fund’s assets, including, but not limited to, notification of any transfer to or from the Fund's account or a third party account containing assets held for the benefit of the Fund.  Such contract may contain, in lieu of any or all of the provisions specified above, such other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for Fund assets as the specified provisions, in their entirety.

1.14

"Written Instructions" shall mean (i) written communications actually received by the Custodian and signed by an Authorized Person, or (ii) communications by telex or any other such system from one or more persons reasonably believed by the Custodian to be Authorized Persons, or (iii) communications between electro-mechanical or electronic devices provided that the use of such devices and the procedures for the use thereof shall have been approved by resolutions of the Board of Trustees, a copy of which, certified by an Officer, shall have been delivered to the Custodian.

ARTICLE II

APPOINTMENT OF CUSTODIAN

2.1

Appointment.

The Trust hereby constitutes and appoints the Custodian as custodian of all Securities and cash owned by or in the possession of the Fund at any time during the period of this Agreement.

2.2

Acceptance.  The Custodian hereby accepts appointment as such custodian and agrees to perform the duties thereof as hereinafter set forth.

2.3

Documents to be Furnished.  The following documents, including any amendments thereto, will be provided contemporaneously with the execution of this Agreement to the Custodian by the Trust:

a. A copy of the Agreement and Declaration of Trust certified by the Secretary;

b. A copy of the By-Laws of the Trust certified by the Secretary;

c. A copy of the resolution of the Board of Trustees of the Trust appointing the Custodian , certified by the Secretary ;     

d. A copy of the then current Prospectus of the Fund; and

e. A certification of the Chairman and Secretary of the Trust setting forth the names and signatures of the current Officers of the Trust and other Authorized Persons .

2.4

Notice of Appointment of Dividend and Transfer Agent.  The Trust agrees to notify the Custodian in writing of the appointment, termination or change in appointment of any Dividend and Transfer Agent of the Fund.

ARTICLE III

CUSTODY OF CASH AND SECURITIES

3.1

Segregation.  All Securities and non-cash property held by the Custodian for the account of the Fund (other than Securities maintained in a Securities Depository or Book-Entry System) shall be physically segregated from other Securities and non-cash property in the possession of the Custodian and shall be identified as subject to this Agreement.

3.2

Fund Custody Accounts.  As to the Fund, the Custodian shall open and maintain in its Trust department a custody account in the name of the Trust coupled with the name of the Fund, subject only to draft or order of the Custodian, in which the Custodian shall enter and carry all Securities, cash and other assets of such Fund which are delivered to it.

3.3

Appointment of Agents.  

(a)

In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine,  provided, however, that the appointment of any such agents and maintenance of any  Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement.

(b)

If, after the initial approval of Sub-Custodians by the Board of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian.  The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action.

(c)

The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii).

(d)

At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements.  The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act.

(e)

With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Trust that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund.  The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation:  (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices;  (ii)  whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii)  the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv)  whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States.

(f)

The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

3.4

Delivery of Assets to Custodian.  The Trust shall deliver, or cause to be delivered, to the Custodian all of the Fund’s Securities, cash and other assets, including (a) all payments of income, payments of principal and capital distributions received by the Fund with respect to such Securities, cash or other assets owned by the Fund at any time during the period of this Agreement, and (b) all cash received by the Fund for the issuance, at any time during such period, of Shares.  The Custodian shall not be responsible for such Securities, cash, or other assets until actually received by it.

3.5

Securities Depositories and Book-Entry Systems.  The Custodian may deposit and/or maintain Securities of the Fund in a Securities Depository or in a Book-Entry System, subject to the following provisions:

(a)

Prior to a deposit of Securities of the Fund in any Securities Depository or Book-Entry System, the Trust shall deliver to the Custodian a resolution of the Board of Trustees , certified by an Officer, authorizing and instructing the Custodian on an on-going basis to deposit in such Securities Depository or Book-Entry System all Securities eligible for deposit therein and to make use of such Securities Depository or Book-Entry System to the extent possible and practical in connection with its performance hereunder, including, without limitation, in connection with settlements of purchases and sales of Securities, loans of Securities, and deliveries and returns of collateral consisting of Securities.  

(b)

Securities of the Fund kept in a Book-Entry System or Securities Depository shall be kept in an account ("Depository Account") of the Custodian in such Book-Entry System or Securities Depository which includes only assets held by the Custodian as a fiduciary, custodian or otherwise for customers.

(c)

The records of the Custodian with respect to Securities of the Fund maintained in a Book-Entry System or Securities Depository shall, by book-entry, identify such Securities as belonging to such Fund.

(d)

If Securities purchased by the Fund are to be held in a Book-Entry System or Securities Depository, the Custodian shall pay for such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that such Securities have been transferred to the Depository Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of such Fund.  If Securities sold by the Fund are held in a Book-Entry System or Securities Depository, the Custodian shall transfer such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that payment for such Securities has been transferred to the Depository Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of such Fund.

(e)

The Custodian shall provide the Trust with copies of any report (obtained by the Custodian from a Book-Entry System or Securities Depository in which Securities of the Fund are kept) on the internal accounting controls and procedures for safeguarding Securities deposited in such Book-Entry System or Securities Depository.

(f)

Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Trust for any loss or damage to the Fund resulting (i) from the use of a Book-Entry System or Securities Depository by reason of any negligence or willful misconduct on the part of the Custodian or any Sub-Custodian appointed pursuant to Section 3.3 above or any of its or their employees, or (ii) from failure of the Custodian or any such Sub-Custodian to enforce effectively such rights as it may have against a Book-Entry System or Securities Depository.  At its election, the Trust shall be subrogated to the rights of the Custodian with respect to any claim against a Book-Entry System or Securities Depository or any other person from any loss or damage to the Fund arising from the use of such Book-Entry System or Securities Depository, if and to the extent that the Fund has not been made whole for any such loss or damage.

3.6

Disbursement of Moneys from Fund Custody Account.  Upon receipt of Proper Instructions, the Custodian shall disburse moneys from the Fund Custody Account but only in the following cases:

(a)

For the purchase of Securities for the Fund but only in accordance with Section 4.1 of this Agreement and only (i) in the case of Securities (other than options on Securities, futures contracts and options on futures contracts), against the delivery to the Custodian (or any Sub-Custodian appointed pursuant to Section 3.3 above) of such Securities registered as provided in Section 3.9 below or in proper form for transfer, or if the purchase of such Securities is effected through a Book-Entry System or Securities Depository, in accordance with the conditions set forth in Section 3.5 above; (ii) in the case of options on Securities, against delivery to the Custodian (or such Sub-Custodian) of such receipts as are required by the customs prevailing among dealers in such options; (iii) in the case of futures contracts and options on futures contracts, against delivery to the Custodian (or such Sub-Custodian) of evidence of title thereto in favor of the Fund or any nominee referred to in Section 3.9 below; and (iv) in the case of repurchase or reverse repurchase agreements entered into between the Trust and a bank which is a member of the Federal Reserve System or between the Trust and a primary dealer in U.S. Government securities, against delivery of the purchased Securities either in certificate form or through an entry crediting the Custodian's account at a Book-Entry System or Securities Depository with such Securities;

(b)

In connection with the conversion, exchange or surrender, as set forth in Section 3.7;

(c)

For the payment of any dividends or capital gain distributions declared by the Fund;

(d)

In payment of the redemption price of Shares as provided in Section 5.1 below;

(e)

For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest; taxes; administration, investment advisory, accounting, auditing, transfer agent, custodian, Trust and legal fees; and other operating expenses of the Fund; in all cases, whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses;

(f)

For transfer in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of the NASD, relating to compliance with rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund;

(g)

For transfer in accordance with the provision of any agreement among the Trust, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund;

(h)

For the funding of any uncertificated time deposit or other interest-bearing account with any banking institution (including the Custodian), which deposit or account has a term of one year or less; and

(i)

For any other proper purpose, but only upon receipt, in addition to Proper Instructions, of a copy of a resolution of the Board of Trustees, certified by an Officer, specifying the amount and purpose of such payment, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom such payment is to be made.

Delivery of Securities from Fund Custody Account.  Upon receipt of

Proper Instructions, the Custodian shall release and deliver Securities from the Fund Custody Account but only in the following cases:

(a)

Upon the sale of Securities for the account of the Fund but only against receipt of payment therefor in cash, by certified or cashiers check or bank credit;

(b)

In the case of a sale effected through a Book-Entry System or Securities Depository, in accordance with the provisions of Section 3.5 above;

(c)

To an offeror's depository agent in connection with tender or other similar offers for Securities of the Fund; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

(d)

To the issuer thereof or its agent (i) for transfer into the name of the Fund, the Custodian or any Sub-Custodian appointed pursuant to Section 3.3 above, or of any nominee or nominees of any of the foregoing, or (ii) for exchange for a different number of certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new Securities are to be delivered to the Custodian;

(e)

To the broker selling Securities, for examination in accordance with the "street delivery" custom;

(f)

For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the issuer of such Securities, or pursuant to provisions for conversion contained in such Securities, or pursuant to any deposit agreement, including surrender or receipt of underlying Securities in connection with the issuance or cancellation of depository receipts; provided that, in any such case, the new Securities and cash, if any, are to be delivered to the Custodian;

(g)

Upon receipt of payment therefor pursuant to any repurchase or reverse   repurchase agreement entered into by the Fund;

(h)

In the case of warrants, rights or similar Securities, upon the exercise thereof, provided that, in any such case, the new Securities, and cash, if any, are to be delivered to the Custodian;

(i)

For delivery in connection with any loans of Securities of the Fund, but only against receipt of such collateral as the Trust shall have specified to the Custodian in Proper Instructions;

(j)

For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Trust, but only against receipt by the Custodian of the amounts borrowed;

(k)

Pursuant to any authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Trust;

(l)

For delivery in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of the NASD, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund;

(m)

For delivery in accordance with the provisions of any agreement among the Trust, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund; or

(n)

For any other proper corporate purpose, but only upon receipt, in addition to Proper Instructions, of a copy of a resolution of the Board of Trustees, certified by an Officer, specifying the Securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such Securities shall be made.

3.8

Actions Not Requiring Proper Instructions.  Unless otherwise instructed by the Trust, the Custodian shall with respect to all Securities held for the Fund:

(a)

Subject to Section 7.4 below, collect on a timely basis all income and other payments to which the Fund is entitled either by law or pursuant to custom in the securities business;

(b)

Present for payment and, subject to Section 7.4 below, collect on a timely basis the amount payable upon all Securities which may mature or be called, redeemed, or retired, or otherwise become payable;

(c)

Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments;

(d)

Surrender interim receipts or Securities in temporary form for Securities in definitive form;

(e)

Execute, as custodian, any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect, and prepare and submit reports to the Internal Revenue Service ("IRS") and to the Trust at such time, in such manner and containing such information as is prescribed by the IRS;

(f)

Hold for the Fund, either directly or, with respect to Securities held therein, through a Book-Entry System or Securities Depository, all rights and similar securities issued with respect to Securities of the Fund; and

(g)

In general, and except as otherwise directed in Proper Instructions, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with Securities and assets of the Fund.

 3.9  

  Registration and Transfer of Securities.  All Securities held for the Fund that are issued or issuable only in bearer form shall be held by the Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor.  All other Securities held for the Fund may be registered in the name of such Fund, the Custodian, or any Sub-Custodian appointed pursuant to Section 3.3 above, or in the name of any nominee of any of them, or in the name of a Book-Entry System, Securities Depository or any nominee of either thereof.  The Trust shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of any of the nominees hereinabove referred to or in the name of a Book-Entry System or Securities Depository, any Securities registered in the name of the Fund.

   3.10  

Records.  (a) The Custodian shall maintain complete and accurate records with respect to Securities, cash or other property held for the Fund, including (i) journals or other records of original entry containing an itemized daily record in detail of all receipts and deliveries of Securities and all receipts and disbursements of cash; (ii) ledgers (or other records) reflecting (A) Securities in transfer, (B) Securities in physical possession, (C) monies and Securities borrowed and monies and Securities loaned (together with a record of the collateral therefor and substitutions of such collateral), (D) dividends and interest received, and (E) dividends receivable and interest  receivable; and (iii) canceled checks and bank records related thereto.  The Custodian shall keep such other books and records of the Fund as the Trust shall reasonably request, or as may be required by the 1940 Act, including, but not limited to, Section 31 of the 1940 Act and Rule 31a-2 promulgated thereunder,  (b) All such books and records maintained by the Custodian shall (i) be maintained in a form acceptable to the Trust and in compliance with rules and regulations of the Securities and Exchange Commission, (ii) be the property of the Trust and at all times during the regular business hours of the Custodian be made available upon request for inspection by duly authorized officers, employees or agents of the Trust and employees or agents of the Securities and Exchange Commission, and (iii) if required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act.

 3.11        Fund Reports by Custodian.  The Custodian shall furnish the Trust with a daily activity statement and a summary of all transfers to or from each Fund Custody Account on the day following such transfers.  At least monthly and from time to time, the Custodian shall furnish the Trust with a detailed statement of the Securities and moneys held by the Custodian and the Sub-Custodians for the Fund under this Agreement.

3.12       Other Reports by Custodian.  The Custodian shall provide the Trust with such reports, as the Trust may reasonably request from time to time, on the internal accounting controls and procedures for safeguarding Securities, which are employed by the Custodian or any Sub-Custodian appointed pursuant to Section 3.3 above.

   3.13        Proxies and Other Materials.  The Custodian shall cause all proxies relating to Securities which are not registered in the name of the Fund, to be promptly executed by the registered holder of such Securities, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Trust such proxies, all proxy soliciting materials and all notices relating to such Securities.

   3.14       Information on Corporate Actions.  The Custodian shall promptly  deliver to the Trust all information received by the Custodian  and pertaining to Securities being held  by the Fund  with respect to optional tender or exchange offers, calls for redemption or purchase, or expiration of rights as described in the Standards of Service Guide attached as Exhibit B.  If the Trust desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Trust shall notify the Custodian at least five Business Days prior to the date on which the Custodian is to take such action.  The Trust will provide or cause to be provided to the Custodian all relevant information for any Security which has unique put/option provisions at least five Business Days prior to the beginning date of the tender period.

ARTICLE IV

PURCHASE AND SALE OF INVESTMENTS OF THE FUND

4.1

   Purchase of Securities.  Promptly upon each purchase of Securities for the Fund, Written Instructions shall be delivered to the Custodian, specifying (a) the name of the issuer or writer of such Securities, and the title or other description thereof, (b) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (c) the date of purchase and settlement, (d) the purchase price per unit, (e) the total amount payable upon such purchase, and (f) the name of the person to whom such amount is payable.  The Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein.  The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there is insufficient cash available to the Fund for which such purchase was made.

    4.2

Liability for Payment in Advance of Receipt of Securities Purchased.  In any and every case where payment for the purchase of Securities for the Fund is made by the Custodian in advance of receipt of the Securities purchased but in the absence of specified Written Instructions to so pay in advance, the Custodian shall be liable to the Fund for such Securities to the same extent as if the Securities had been received by the Custodian.

   4.3

Sale of Securities.  Promptly upon each sale of Securities by the Fund, Written Instructions shall be delivered to the Custodian, specifying (a) the name of the issuer or writer of such Securities, and the title or other description thereof, (b) the number of shares, principal amount (and accrued interest, if any), or other units sold, (c) the date of sale and settlement, (d) the sale price per unit, (e) the total amount payable upon such sale, and (f) the person to whom such Securities are to be delivered.  Upon receipt of the total amount payable to the Fund as specified in such Written Instructions, the Custodian shall deliver such Securities to the person specified in such Written Instructions.  Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities.

4.4

Delivery of Securities Sold.  Notwithstanding Section 4.3 above or any other provision of this Agreement, the Custodian, when instructed to deliver Securities against payment, shall be entitled, if in accordance with generally accepted market practice, to deliver such Securities prior to actual receipt of final payment therefore.  In any such case, the Fund shall bear the risk that final payment for such Securities may not be made or that such Securities may be returned or otherwise held or disposed of by or through the person to whom they were delivered, and the Custodian shall have no liability for any for the foregoing.

4.5

Payment for Securities Sold, etc.  In its sole discretion and from time to time, the Custodian may credit the Fund Custody Account, prior to actual receipt of final payment thereof, with (i) proceeds from the sale of Securities which it has been instructed to deliver against payment, (ii) proceeds from the redemption of Securities or other assets of the Fund, and (iii) income from cash, Securities or other assets of the Fund.  Any such credit shall be conditional upon actual receipt by the Custodian of final payment and may be reversed if final payment is not actually received in full.  The Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Fund Custody Account in anticipation of actual receipt of final payment.  Any such funds shall be repayable immediately upon demand made by the Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Fund Custody Account.

4.6

  Advances by Custodian for Settlement.  The Custodian may, in its sole discretion and from time to time, advance funds to the Trust to facilitate the settlement of the Fund's transactions in the Fund Custody Account.  Any such advance shall be repayable immediately upon demand made by Custodian.

ARTICLE V

REDEMPTION OF FUND SHARES

 5.1

Transfer of Funds.  From such funds as may be available for the purpose in the relevant Fund Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares of the Fund, the Custodian shall wire each amount specified in such Proper Instructions to or through such bank as the Trust may designate with respect to such amount in such Proper Instructions.

 5.2

    No Duty Regarding Paying Banks.  The Custodian shall not be under any obligation to effect payment or distribution by any bank designated in Proper Instructions given pursuant to Section 5.1 above of any amount paid by the Custodian to such bank in accordance with such Proper Instructions.

ARTICLE VI

SEGREGATED ACCOUNTS

Upon receipt of Proper Instructions, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or Securities, including Securities maintained in a Depository Account,

(a)

In accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund,

(b)

For purposes of segregating cash or Securities in connection with securities options purchased or written by the Fund or in connection with financial futures contracts (or options thereon) purchased or sold by the Fund, which constitute collateral for loans of Securities made by the Fund,

(c)

For purposes of compliance by the Fund with requirements under the 1940 Act for the maintenance of segregated accounts by registered investment companies in connection with reverse repurchase agreements and when-issued, delayed delivery and firm commitment transactions, and

(d)

For other proper corporate purposes, but only upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board of Trustees, certified by an Officer, setting forth the purpose or purposes of such segregated account and  declaring such purposes to be proper corporate purposes.  Each segregated account established under this Article VI shall be established and maintained for a single Fund only.  All Proper Instructions relating to a segregated account shall specify the Fund involved.

ARTICLE VII

CONCERNING THE CUSTODIAN

              7.1

    Standard of Care.  The Custodian shall be held to the exercise of reasonable care in carrying out its obligations under this Agreement, and shall be without liability to the Trust or the Fund for any loss, damage, cost, expense (including attorneys' fees and disbursements), liability or claim unless such loss, damage, cost, expense, liability or claim arises from negligence, bad faith or willful misconduct on its part or on the part of any Sub-Custodian appointed pursuant to Section 3.3 above.  The Custodian shall be entitled to rely on and may act upon advice of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.  The Custodian shall promptly notify the Trust of any action taken or omitted by the Custodian pursuant to advice of counsel.  The Custodian shall not be under any obligation at any time to ascertain whether the Trust or the Fund is in compliance with the 1940 Act, the regulations thereunder, the provisions of the Trust's Declaration of Trust or By-Laws, or its investment objectives and policies as then in effect.

 7.2

Actual Collection Required.  The Custodian shall not be liable for, or considered to be the custodian of, any cash belonging to the Fund or any money represented by a check, draft or other instrument for the payment of money, until the Custodian or its agents actually receive such cash or collect on such instrument.

7.3

No Responsibility for Title, etc.  So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it pursuant to this Agreement.

7.4

Limitation on Duty to Collect.  Custodian shall not be required to enforce collection, by legal means or otherwise, of any money or property due and payable with respect to Securities held for the Fund if such Securities are in default or payment is not made after due demand or presentation.

7.5

Reliance Upon Documents and Instructions.  The Custodian shall be entitled to rely upon any certificate, notice or other instrument in writing received by it and reasonably believed by it to be genuine.  The Custodian shall be entitled to rely upon any Oral Instructions and any Written Instructions actually received by it pursuant to this Agreement.

7.6

Express Duties Only.  The Custodian shall have no duties or obligations whatsoever except such duties and obligations as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

7.7

Co-operation.  The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Trust to keep the books of account of the Fund and/or compute the value of the assets of the Fund.  The Custodian shall take all such reasonable actions as the Trust may from time to time request to enable the Trust to obtain, from year to year, favorable opinions from the Trust's independent accountants with respect to the Custodian's activities hereunder in connection with (a) the preparation of the Trust’s reports on Form N-1A and Form N-SAR and any other reports required by the Securities and Exchange Commission, and (b) the fulfillment by the Trust of any other requirements of the Securities and Exchange Commission.

ARTICLE VIII

INDEMNIFICATION

8.1

 Indemnification by Trust.  The Trust shall indemnify and hold harmless the Custodian and any Sub-Custodian appointed pursuant to Section 3.3 above, and any nominee of the Custodian or of such Sub-Custodian, from and against any loss, damage, cost, expense (including attorneys' fees and disbursements), liability (including, without limitation, liability arising under the Securities Act of 1933, the 1934 Act, the 1940 Act, and any state or foreign securities and/or banking laws) or claim arising directly or indirectly (a) from the fact that Securities are registered in the name of any such nominee, or (b) from any action or inaction by the Custodian or such Sub-Custodian (i) at the request or direction of or in reliance on the advice of the Trust, or (ii) upon Proper Instructions, or (c) generally, from the performance of its obligations under this Agreement or any sub-custody agreement with a Sub-Custodian appointed pursuant to Section 3.3 above, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such loss, damage, cost, expense, liability or claim arising from the Custodian's or such Sub-Custodian's negligence, bad faith or willful misconduct. The indemnification herein shall survive the termination of this Agreement.

8.2

Indemnification by Custodian.  The Custodian shall indemnify and hold harmless the Trust from and against any loss, damage, cost, expense (including attorneys' fees and disbursements), liability (including without limitation, liability arising under the Securities Act of 1933, the 1934 Act, the 1940 Act, and any state or foreign securities and/or banking laws) or claim arising from the negligence, bad faith or willful misconduct of the Custodian or any Sub-Custodian appointed pursuant to Section 3.3 above, or any nominee of the Custodian or of such Sub-Custodian. The indemnification provided for herein shall survive the termination of this Agreement.

8.3

Indemnity to be Provided.  If the Trust requests the Custodian to take any action with respect to Securities, which may, in the opinion of the Custodian, result in the Custodian or its nominee becoming liable for the payment of money or incurring liability of some other form, the Custodian shall not be required to take such action until the Trust shall have provided indemnity therefor to the Custodian in an amount and form satisfactory to the Custodian.

8.4

Security.  If the Custodian advances cash or Securities to the Fund for any purpose, either at the Trust's request or as otherwise contemplated in this Agreement, or in the event that the Custodian or its nominee incurs, in connection with its performance under this Agreement, any loss, damage, cost, expense (including attorneys' fees and disbursements), liability or claim (except such as may arise from its or its nominee's negligence, bad faith or willful misconduct), then, in any such event, any property at any time held for the account of such Fund shall be security therefor, and should the Fund fail promptly to repay or indemnify the Custodian, the Custodian shall be entitled to utilize available cash of the Fund and to dispose of other assets of the Fund to the extent necessary to obtain reimbursement or indemnification.

ARTICLE IX

COMPLIANCE WITH RULE  17f-7

9.1

The Custodian shall, for consideration by the Trust, provide an analysis in accordance with Rule 17f-7(a)(1)(i)(A) under the 1940 Act of the risks associated with maintaining the Fund’s foreign assets with each Securities Depository used by the Custodian as of the date hereof (or , in the case of a  Securities Depository not used by the Custodian as of the date hereof, prior to the initial placement of the Fund’s foreign assets at such Securities Depository) and at which any foreign asset of the Fund are held or are expected to be held.  The Custodian will also inform the Trust whether holding assets in a particular Securities Depository is voluntary or compulsory.  In connection with the foregoing, the Trust shall notify the Custodian of any Securities Depositories at which it does not choose to have its foreign assets held.  The Custodian shall monitor the custody risks associated with maintaining the Fund’s foreign assets at each such Securities Depository on a continuing basis and shall promptly notify the Trust or its investment adviser of any material changes in such risks.

9.2

The Custodian shall exercise such reasonable care, prudence and diligence in performing the requirements of Rule 17f-7 under the 1940 Act or, as applicable, in selecting a sub-custodian that will perform the requirements of Rule 17f-7, as a professional custodian having responsibility for safekeeping of foreign assets or delegating such function to a sub-custodian would exercise.

9. 3

Based on the information available to it in the exercise of reasonable care, prudence, and diligence, the Custodian or its designated sub-custodian shall determine the eligibility under Rule 17f-7 of each depository and shall promptly advise the Trust if any such depository ceases to be eligible.

ARTICLE X

FORCE MAJEURE; DISASTER RECOVERY SYSTEMS

10.1

   Force  Majeure.  Neither the Custodian nor the Trust shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation; provided, however, that the Custodian in the event of a failure or delay (i) shall not discriminate against the Fund in favor of any other customer of the Custodian in making computer time and personnel available to input or process the transactions contemplated by this Agreement and (ii) shall use its best efforts to ameliorate the effects of any such failure or delay.

10.2

Disaster Recovery Systems.  The Custodian shall maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided.  The Custodian shall, at no additional expense to the Fund take reasonable steps to minimize service interruptions.  The Custodian shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures.

ARTICLE XI

EFFECTIVE PERIOD; TERMINATION

 11.1      Effective Period.  This Agreement shall become effective as of its execution or when the Fund commences operations and shall continue in full force and effect until terminated as hereinafter provided.

 11.2       Termination.  Either party hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than sixty (60) days after the date of the giving of such notice.  If a successor custodian shall have been appointed by the Board of Trustees , the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on such specified date of termination (a) deliver directly to the successor custodian all Securities (other than Securities held in a Book-Entry System or Securities Depository) and cash then owned by the Fund and held by the Custodian as custodian, and (b) transfer any Securities held in a Book-Entry System or Securities Depository to an account of or for the benefit of the Funds at the successor custodian, provided that the Trust shall have paid to the Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled.  Upon such delivery and transfer, the Custodian shall be relieved of all obligations under this Agreement.  The Trust may at any time immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

11.3

Failure to Appoint Successor Custodian.  If a successor custodian is not  designated by the Trust on or before the date of termination specified pursuant to Section 10.1 above, then the Custodian shall have the right to deliver to a bank or Trust company of its own selection, which (a) is a "bank" as defined in the 1940 Act and (b) has aggregate capital, surplus and undivided profits as shown on its then most recent published report of not less than $25 million,  all Securities, cash and other property held by Custodian under this Agreement and to transfer to an account of or for the Funds at such bank or Trust company all Securities of the Funds held in a Book-Entry System or Securities Depository.  Upon such delivery and transfer, such bank or Trust company shall be the successor custodian under this Agreement and the Custodian shall be relieved of all obligations under this Agreement.

ARTICLE XII

COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to compensation as agreed upon from time to time by the Corporation and the Custodian.  The fees and other charges in effect on the date hereof and applicable to the Fund are set forth in Exhibit  C attached hereto.

ARTICLE XIII

LIMITATION OF LIABILITY

It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the property of the Trust as provided in the Trust’s Declaration of Trust, as from time to time amended.  The execution and delivery of this Agreement have been authorized by the Trust, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trust nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the  property of the Trust as provided in the above-mentioned Trust’s Declaration of Trust ..

ARTICLE XIV

NOTICES

Unless otherwise specified herein, all demands, notices, instructions, and other communications to be given hereunder shall be in writing and shall be sent or delivered to the recipient at the address set forth after its name herein below:

To the Trust:    Bertolet Capital Trust

                                                 1414 Sixth Ave- 900

                                                 New York, NY 10019

To the Custodian:

U.S. Bank, N.A.

425 Walnut Street, M.L. CN-WN-06TC

Cincinnati, Ohio   45202

Attention:  Institutional Trust & Custody

Telephone:  (800)  485-8510

Facsimile:   (262) 790-____

or at such other address as either party shall have provided to the other by notice given in accordance with this Article XIV.  Writing shall include transmissions by or through teletype, facsimile, central processing unit connection, on-line terminal, and magnetic tape.

ARTICLE XV

MISCELLANEOUS

15.1

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.

15.2

References to Custodian.  The Trust shall not circulate any printed matter which contains any reference to Custodian without the prior written approval of Custodian, excepting printed matter contained in the prospectus or statement of additional information for the Fund and such other printed matter as merely identifies Custodian as custodian for the Fund.  The Trust shall submit printed matter requiring approval to Custodian in draft form, allowing sufficient time for review by Custodian and its counsel prior to any deadline for printing.

15.3

No Waiver.  No failure by either party hereto to exercise, and no delay by such party in exercising, any right hereunder shall operate as a waiver thereof.  The exercise by either party hereto of any right hereunder shall not preclude the exercise of any other right, and the remedies provided herein are cumulative and not exclusive of any remedies provided at law or in equity.

15.4  

 Amendments.  This Agreement cannot be changed orally and no amendment to this Agreement shall be effective unless evidenced by an instrument in writing executed by the parties hereto.

15.5

Counterparts.  This Agreement may be executed in one or more counterparts, and by the parties hereto on separate counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument.

15.6

Severability.  If any provision of this Agreement shall be invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

15.7

Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party hereto without the written consent of the other party hereto.

15.8

Headings.  The headings of sections in this Agreement are for convenience of reference only and shall not affect the meaning or construction of any provision of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered in its name and on its behalf by its representatives thereunto duly authorized, all as of the day and year first above written.

ATTEST:

Bertolet Capital Trust

______________________________   By:_____________________________

ATTEST:

U.S. BANK, N.A.

______________________________   By:____________________________

EXHIBIT A

AUTHORIZED PERSONS

Set forth below are the names and specimen signatures of the persons authorized by the Trust to administer the Fund Custody Accounts.

Authorized Persons

Specimen Signatures

President:

___________________

Secretary:

___________________

Treasurer:

___________________

Vice  President:

___________________

Adviser Employees:

___________________

___________________

Transfer Agent/Fund Accountant

Employees:

___________________

___________________

___________________

___________________

___________________

EXHIBIT  B

U.S. Bank Institutional Trust &Custody Services

Standards of Service Guide

August, 2001

U.S. Bank, N.A. is committed to providing superior quality service to all customers and their agents at all times.  We have compiled this guide as a tool for our clients to determine our standards for the processing of security settlements, payment collection, and capital change transactions.  Deadlines recited in this guide represent the times required for U.S. Bank, N.A. to guarantee processing.  Failure to meet these deadlines will result in settlement at our client's risk.  In all cases, U.S. Bank, N.A. will make every effort to complete all processing on a timely basis.

U.S. Bank, N.A.  is a direct participant of the Depository Corporation Company, a direct member of the Federal Reserve Bank of Cleveland, and utilizes the Bank of New York as its agent for ineligible and foreign securities.

For corporate reorganizations, U.S. Bank, N.A. utilizes SEI's Reorg Source, Financial Information, Inc., XCITEK, DTC Important Notices, Capital Changes Daily (CCH) and the Wall Street Journal.  

For bond calls and mandatory puts, U.S. Bank, N.A. utilizes SEI's Bond Source, Kenny Information Systems, Standard & Poor's Corporation, XCITEK, and DTC Important Notices.  U.S. Bank, N.A. will not notify clients of optional put opportunities.

Any securities delivered free to U.S. Bank, N.A., or its agents must be received three (3) business days prior to any payment or settlement in order for the U.S. Bank, N.A. standards of service to apply.

Should you have any questions regarding the information contained in this guide, please feel free to contact your account representative.

The information contained in this Standards of Service Guide is subject to change.  Should any changes be made U.S. Bank, N.A. will provide you with an updated copy of its Standards of Service Guide.

U.S. Bank, N.A.  Security Settlement Standards

                                                               *  All times listed are Eastern Standard Time.

NOTE :  If a payable date falls on a weekend or bank holiday, payment will be made on the immediately following business day.

       NOTE:   Fractional shares/par amounts resulting from any of the above will be sold.

EXHIBIT C

FEE SCHEDULES

US Bank Institutional Custody Services

Domestic Custody Fee Schedule for

Pinnacle Value Fund

US Bank Institutional Custody Services, as Custodian, will receive monthly compensation for services according to the terms of the following Schedule:

I.

Portfolio Transaction Fees:

A transaction is a purchase/sale of a security, free receipt/free delivery (excludes initial conversion), maturity, tender or exchange:

II.

 Market Value Fee

Based upon an annual rate of:

Million

.0002 (2 Basis Points) on First

$20

.000125 (1.25 Basis Points) on Next

$30

.00010 (1.0 Basis Points) on

Balance

III.

Monthly Minimum Fee-Per Fund

$300.00    $250.

IV.

Out-of-Pocket Expenses

The only out-of-pocket expenses charged to your account will be shipping

fees or transfer fees.

V.

IRA Documents

Per Shareholder/year to hold each IRA Document

$ 8.00  $4.00

VI.

E arnings Credits

On a monthly basis any earnings credits generated from uninvested custody balances

will be applied against any cash management service fees generated.  

* It is agreed that for  the first 12 months of operation commencing on the day the seed money is deposited that we will reduce our monthly minimum fee from $300 to $250 per month for the Large and small cap fund.

Uncollected Charge

-- Firstar Prime Rate as of  first of month plus 4%   Other available cash management services are priced separately .

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